Gameshow licence

This licence lets a venue operator run EntsOffice gameshows (Word-Up, and further formats as they are released) at named venues. Shows run in the EntsOffice Show Box, an app installed once on the venue's Mac show computer. It works offline, and guests join from their phones with no app to download. Each customer accepts an Order Form online (by ticking to agree when ordering or setting up their account) or by signing it. The Order Form and these terms together make the contract.

1. Parties

1.1 Midas Entertainment Ltd, a company registered in England and Wales under number 08261300, registered office Verity Crescent, Canford Heath, Poole BH17 8TT, VAT number 456 3032 08, trading as The Entertainment Office (EntsOffice, we, us). Contact us at showbox@entsoffice.com.

1.2 The customer named in the Order Form (Licensee, you).

2. Definitions

2.1 Show: each gameshow named in the Order Form, as described in its dated format guide owned by Midas Entertainment Ltd, including its format, rules, host script, running order, graphics, sound and music cues, software and any updates we supply.

2.2 Location: each venue named in the Order Form, such as a holiday park, resort, hotel or pub, belonging to you or your group. A licence covers live performances at those Locations only. References to the Venue mean each Location.

2.3 Show Box: our software application, installed on your Mac show computer and activated with a licence key, which runs the Show offline on your stage screen and lets guests join games in their phone's web browser by scanning a QR code over your venue Wi-Fi. References to the Show include the Show Box and its content. Web links to games that we share are demonstrations only and are not part of the licence.

2.4 Term: for each Location, 12 months from the date that Location's licence key is first entered in the Show Box (its Activation Date), renewing under clause 11. If a key has not been entered within 30 days after we issue it, its Activation Date is the 30th day after issue. Each licence key has its own Term, so a Location added later starts a full 12-month Term of its own when its key is entered.

2.5 Tier: the licence level chosen for each Show in the Order Form.

3. Licence tiers

3.1 For Silver and Gold, we decide the number, timing and content of updates, and will provide at least three themed updates during each Term.

3.2 For Gold, you grant us a non-exclusive, royalty-free licence to use the logos, names and colours you supply (Your Branding) to brand the Show for you during the Term. You confirm you have the right to grant it. Gold branding does not transfer any ownership of the Show to you, and the Show may continue to be licensed to others under our own or other branding. We remove Your Branding when the licence ends.

4. What you may do

4.1 During the Term we grant you a non-exclusive, non-transferable licence to perform each Show live, before audiences at the Venue, using the Show Box, for the Tier you have paid for.

4.2 Each Location receives one licence key, which activates the Show Box on one Mac show computer at that Location for its Term. If a Location has more than one entertainment venue on the same site, your technical manager may ask us for an additional key for that venue. We may issue one at our discretion, at no extra charge; it may be used only at that Location and expires at the end of the main key's Term. We may withdraw an additional key if it is used anywhere else. You are responsible for your team's use of the Show Box and for keeping licence keys and log-ins secure.

4.3 Moving keys. You may move a key to a replacement computer at the same Location at any time, by deactivating the old one or asking us. You may move a key to a different Location once in each Term, for example if a site closes or is sold; the move is permanent and the key stops working at the old Location. Any further move between Locations needs our written approval. Keys may not be moved between Locations to run Shows at more Locations than you have licensed.

4.4 You may film short clips of live performances for your own social media and marketing, provided the Show is credited as "an EntsOffice show".

5. What you may not do

5.1 Without our written consent, you must not:

• perform the Show at any venue not named in the Order Form, or after the Term ends;
• copy the Show Box or its content, or install it beyond the computers your licence keys cover, or record (other than under clause 4.4), broadcast or stream the Show beyond the Venue;
• adapt, translate or create a show based on or substantially similar to the Show, its format or materials, during the Term and for 12 months after it ends;
• sublicense, sell, lend or share the Show, the Show Box, your licence keys or log-ins with anyone outside your team; or
• remove copyright notices or credits, or alter, decompile or reverse engineer the Show Box, or get around its licence key, except as the law allows.

6. Your responsibilities at the Venue

6.1 Music and premises. You must hold the licences needed to perform the Show in public at the Venue, including a premises licence where needed and TheMusicLicence from PPL PRS. We license the music and audio supplied within the Show for this use, as described in clause 7.3.

6.2 Prizes and gaming. You choose and supply any prizes. Where a Show, or a round of it, combines a prize with an element of chance, you are responsible for running it lawfully under the Gambling Act 2005, for example under a prize gaming permit, family entertainment centre or premises licence, or an applicable exemption. We will tell you which rounds of a Show involve chance.

6.3 Safeguarding and safety. You are responsible for audience safety and for safeguarding children taking part, including staff supervision and DBS checks for your team.

6.4 Equipment. You provide the Mac show computer, stage screen, sound system and venue Wi-Fi network needed to run the Show Box and let guests join, meeting the minimum specification we publish.

6.5 Guest data. Guests join games anonymously from their phone's web browser over your venue Wi-Fi, with no app or account. The Show Box does not ask guests for names or contact details, and the only data we collect from it is anonymous show statistics (for example number of players and games played), which we use to support and improve the Shows. You are responsible for your venue Wi-Fi and its terms of use.

7. Our responsibilities

7.1 We will provide the Show Box, a licence key for each Location and the Show from the start date, together with host notes and onboarding.

7.2 We provide support by email at showbox@entsoffice.com, Monday to Friday, 9am to 5pm UK time, excluding bank holidays. We aim to reply within one working day. Out-of-hours support is not included.

7.3 We warrant that we own or have licensed the rights in the Show, and that its performance at the Venue under this licence will not infringe anyone's intellectual property rights, other than music public performance rights covered by your licences under clause 6.1.

7.4 We will use reasonable care and skill to make sure the Show Box works as described. If it has a fault, tell us and we will fix it or supply an update promptly.

8. Fees

8.1 Fees are charged per Show, per customer, for each 12-month Term: a base fee plus a fee for each Location. All fees exclude VAT.

There is no branding setup fee for Gold. If you commit to three consecutive Terms in the Order Form, the fees for those Terms are reduced by 15%. Groups of 10 or more Locations may ask us for a group rate; where a group rate is agreed in a signed quote or Order Form, it replaces the standard per Location fee.

8.2 Fees are payable in advance, before licence keys are issued, unless the Order Form says otherwise. The base fee for each Show is charged once for each 12 months from the first Activation Date under the Order Form. A Location added later pays the full per Location fee for its own 12-month Term, with no pro rata reduction.

8.3 We may suspend access if fees are more than 30 days overdue, after giving 7 days' notice. Late payments may carry interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8.4 We may change fees for a renewal Term by giving at least 60 days' notice before the renewal date.

9. Ownership

9.1 We own all intellectual property rights in the Shows, the Show Box, and all updates and improvements, including any made using your feedback. Nothing in this licence transfers ownership to you.

9.2 You own Your Branding.

10. Liability

10.1 Nothing in this licence limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

10.2 Neither party is liable for loss of profit, revenue or goodwill, or for indirect or consequential loss.

10.3 Our total liability in each Term is limited to the fees paid for that Term.

10.4 We will defend you against any claim that the Show infringes a third party's intellectual property rights (clause 7.3), provided you tell us promptly and let us control the claim.

11. Term and ending

11.1 The licence for each Location renews automatically for further 12-month Terms unless either party gives at least 60 days' written notice before the renewal date.

11.2 Either party may end the licence immediately by notice if the other commits a serious breach not put right within 14 days of notice, or becomes insolvent.

11.3 When the licence ends you must stop performing the Show and uninstall the Show Box. Each licence key stops working when its Term ends. We will remove your account access and Your Branding.

12. General

12.1 Each party keeps the other's confidential information confidential.

12.2 Neither party is liable for delay caused by events beyond its reasonable control.

12.3 You may not assign this licence without our consent.

12.4 This licence and the Order Form are the whole agreement between us about their subject matter. No third party may enforce them under the Contracts (Rights of Third Parties) Act 1999.

12.5 This licence is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Order Form

The Order Form is the order summary you accept online, or the quote or form you sign. It records: