TERMS AND CONDITIONS RELATING TO CORE US EQUIPMENT AND SERVICES INCLUDING MANAGED SERVICES

Last updated: September 26, 2025

These Terms and Conditions relating to US Core Equipment and Services, together with all Exhibits, Attachments, and Annexes attached hereto or incorporated by reference (“Terms and Conditions”), and together with the Order Form (collectively, the “Agreement”), made effective as of the Effective Date of the applicable Order Form, and is entered into between you ("Client") and with the Provider listed on the corresponding Order Form (“Provider”).

EXHIBIT A – TERMS AND CONDITIONS

BACKGROUND

1. The Provider carries on the business of the supply of equipment, music, voice messaging services, digital signage services, managed services and other similar ancillary services;

2. The Client wishes to procure certain equipment and/or certain services from the Provider in accordance with this Agreement.

1. DEFINITIONS AND INTERPRETATION

1. In this Agreement, the following words and expressions shall have the following meanings:

“Additional System Equipment” means the system equipment goods leased to the Client by the Provider as detailed on the Order Form (if any);

“Advanced Exchange” shall mean the description in the Order Form , clause 4 below and Annex 1 to this Agreement;

“Advanced Reporting” shall mean the description in the Order Form, clause 4 below and Annex 2 to this Agreement;

“Assurance Plan” means one of the following plans:

Player Assurance	The Provider shall replace the Player(s) without charge (excluding Player Accessories, labor, inbound and outbound freight charges, telephone systems, microphones, televisions, monitors, dish alignments and network connectivity, each of which shall be subject to an additional charge to be paid by the Client) in exchange for the Client’s return of the defective Player(s). The Client shall self-install the replacement Player(s).
Player Assurance Plus	The Provider shall replace the Player(s) without charge (including inbound and outbound freight charges but excluding Player Accessories, labor, telephone systems, microphones, televisions, monitors, dish alignments and network connectivity, each of which shall be subject to an additional charge to be paid by the Client) in exchange for the Client’s return of the defective Player(s). The Client shall self-install the replacement Player(s).
Player Assurance Complete	The Provider shall replace the Player(s) and Player Accessories without charge (including labor and inbound and outbound freight charges but excluding telephone systems, microphones, televisions, monitors, dish alignments and network connectivity, each of which shall be subject to an additional charge to be paid by the Client) in exchange for the Client’s return of the defective Player(s) and Player Accessories. The Client may elect to self-install the replacement Player(s) and Player Accessories, or request that the Provider installs the replacement Player(s) and Player Accessories.
System Assurance Complete	The Provider shall replace the sound system Equipment including associated cables and connectors without charge (including labor and inbound and outbound freight charges but excluding Player(s), Player Accessories, telephone systems, microphones, televisions, monitors, dish alignments, secure digital cards or other memory cards and network connectivity, each of which shall be subject to an additional charge to be paid by the Client) in exchange for the Client’s return of the defective Equipment, associated cables and connectors. The Client may elect to self-install the replacement Equipment, associated cables and connectors or request that the Provider installs the replacement Equipment, associated cables and connectors.
Scent Maintenance	As defined on the Order Form (if applicable).

“Audio Content” means the phonographic records provided at a regular interval to be played through the Equipment and provided as part of the Music Services (if any) and/or the Sound Messaging Services (if any) and/or the Visual Services (if any);

“Business Day” means a day other than a Saturday, Sunday or public holiday in the relevant Territory;

“Business Hours” means hours between 9.00am to 5.00pm Eastern (as a minimum) inclusive on any Business Day;

“Carrier” means a wireless carrier, which may include Verizon, AT&T, Vodafone, Telefonica, Rogers, KPN, T-Mobile, and other carriers which the Provider may add from time to time;

“Client” means the legal entity identified on the Order Form;

“Collective Management Organization” means the collective rights organizations which represent 1) music authors, composers and publishers’ rights; and 2) performers, producers and music labels and neighboring rights in the Territory; and “Collective Management Organizations” shall be construed accordingly;

“Content Scheduling” shall mean the description in the Order Form, clause 4 below and Annex 12 to this Agreement;

“Customer Success” shall mean the description in the Order Form, clause 4 below and Annex 13 to this Agreement;

“Device Connectivity Monitoring” shall be as set out in clause 4 below and Annex 3 to this Agreement;

“Digital Signage Content” means the visual records provided at regular intervals to be broadcast through the Equipment and provided as part of the Digital Signage Services;

“Digital Signage Services” means the Digital Signage Content created by the Provider (unless otherwise agreed by the Provider and the Client) and uploaded by the Provider onto its server to allow the broadcasting at the Site through the Equipment;

“End User” means an end user or consumer of the Mobile Network Services;

“Equipment Purchase” shall mean the description in the Order Formand Annex 4a;

“Equipment Rental” shall mean the description in the Order Form, clause 6 and Annex 4b;

“Exchange Pool” shall mean the description in the Order Form , clause 4 and Annex 5

“Fees” means the relevant sums to be paid by the Client for the purchase of Purchased Equipment (if any), rental of Leased Equipment (if any) and Services (if any) provided by the Provider per the Order Form, including but not limited to any license fees, Unit Prices, Fees and Monthly Service Charge;

“Force Majeure” means any cause beyond the reasonable control of the Provider including, but not limited to acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, high winds or adverse weather conditions, lock-outs, strikes or other labor disputes; 

“Harmony Software” means the Provider’s proprietary Brand Experience Software used to manage the Services purchased by the Client on the Order Form ;

“Help Desk Support” shall mean the description in the Order Form, clause 4 below and Annex 6 to this Agreement;

“Incident” means a failure of the applicable Service to materially comply with the terms of this Agreement;

“Intellectual Property Rights” means all patents, trademarks, service marks, design rights, rights to extract information from a database, rights to use software, know how, trade secrets and all rights of a similar nature which may subsist anywhere in the world whether or not registered and including applications for registrations of any of them;

“Leased Equipment” means the goods leased to the Client by the Provider as detailed on the Order Form (if any) which shall include the Player (if any);

“Maintenance Service” means an obligation by the Provider to repair or replace the Leased Equipment and/or the Purchased Equipment in accordance with any Assurance Plan selected by the Client on the Order Form ;

“Major Label Music” and “Rights Inclusive Music” each have the respective meanings set out in the following table:

	Major Label Music	Rights Inclusive Music
Type	Music associated with record labels including mainstream music. For the purposes of this Agreement, independent label music is also included.	Audio Content that is owned inclusive of licensing rights that clear it for commercial usage without the need to pay ongoing royalties
Source	Labels	Content Owners / Resellers
Royalties	Ongoing royalties are payable to Labels and Collective Management Organizations	A fee is payable to the Content Owner/Reseller for such music but there are no ongoing royalties payable to Collective Management Organizations
Artists recompense	Collective Management Organizations pay ongoing royalties to the artists for their work	Resellers pay an upfront fee to the artists for their work to include all distribution rights or purchase the creative work outright
Availability	Streaming platforms, digital platforms (to end consumers), Mood Media (to businesses)	Mood Media (to businesses)

“Managed Services” means the services selected on page 2 of this Agreement per the table commencing “Managed Service description”;

“Mobile Connectivity” shall mean the description in the Order Form, clause 4 below and Annex 14 to this Agreement;

“Monthly Service Charge” means the monthly fee in relation to the relevant Service(s) as set out on the Order Form;

“Music Profile” means the selection of music channel(s)/playlist(s) by the Client including Audio Content;

“Music Service” means the loading and updating of the Audio Content by the Provider on the Equipment and the playing of the Audio Content through the Equipment as background music in the Sites (excluding, for the avoidance of doubt, the Voice Messaging Services (if any), the Digital Signage Services (if any), the Scent Services (if any), the Maintenance Services (if any) and the Software);

“Party” means either the Provider or the Client and the Provider and the Client collectively;

“Performing Rights Organizations” means the performing rights organizations which collect public performance royalties on behalf of songwriters and publishers for the public performance of their music and “Performing Rights Organizations” shall be construed accordingly;

“Player Accessories” means the remote control, batteries and tether (if any), power adaptor, ethernet cable, HDMI cable and audio cable;

“Preventative Maintenance” shall mean the description in the Order Form, clause 4 below and Annex 8 to this Agreement;

“Provider” means the legal entity identified on the Order Form ;

“Purchased Equipment” means the goods sold to the Client by the Provider (if any) as set out on the Order Form which shall include the Player (if any);

“Reactive On Site” shall mean the description in the Order Form, clause 4 below and Annex 9 to this Agreement;

“Remote Monitoring and Management” shall mean the description in the Order Form, clause 4 below and Annex 7 to this Agreement;

“Renewal Term” means each of the 12-month renewal periods following the Initial Term and thereafter;

“Scent Services” means scent provided by the Provider and loaded to a scent device which shall be leased to the Client;

“Service(s)” means the Music Services (if any) and/or the Voice Messaging Services (if any) and/or Digital Signage Services (if any) and/or Scent Services (if any) and/or Maintenance Services (if any) and/or the Managed Services (if any) included in this Agreement to be provided from the Commencement Date as detailed on the Order Form (if any);

“Servicing Supplier” means a third-party provider of the Services appointed by the Provider from time to time in the Territory;

“Site” means each of the Client’s stores and/or sites located in the Territory as listed in Attachment 1 to the Order Form and any new site added by agreement in writing between the Parties during the term of the Agreement with the Client providing no less than 30 days’ notice of any new site to the Provider (and, for the avoidance of doubt, the Provider’s software system in use from time to time shall be the definitive source of information in relation to which sites are in scope and which are not from time to time) and “Sites” shall be construed accordingly;

“Software” means Provider’s proprietary software provided on or in connection with the Equipment or the Services (including the Harmony Software), together with all codes, techniques, tools, format, design, user interfaces, concepts, methods, and ideas associated therewith, and all Intellectual Property Rights related thereto, and all updates, upgrades, modifications, adaptations, derivative works and enhancements to such property and materials;

“Standard Warranty” means a 12-month warranty (or such other extended warranty period as shall be communicated to the Client by the Provider in writing) provided by the Provider that the Equipment shall conform in all material respects to the description of the Equipment and any relevant Technical Pre-Requisites on delivery to the Client, ordinary fair wear and tear excepted and/or a warranty for installation labor for a period of ninety (90) days following the date of installation;

“System Assurance” shall mean the description in the Order Form, clause 4 below and Annex 10 to this Agreement;

“Technical Pre-requisites” means the technical pre-requisites required for the proper execution of the Music Services (if any) and the Voice Messaging Services (if any) and the Digital Signage Services (if any) and the Maintenance Services (if any) as communicated to the Client by the Provider;

“Term” means (in relation to the Services) the Initial Term and any Renewal Term;

“Territory” means the place where the Sites are located in the United States;

“Third Party” means a Party other than either of the Provider or the Client;

“Voice Messaging Services” means informative message relating to the Client’s products/services and to the Sites, whose texts are scripted and/or recorded and/or uploaded and/or produced by the Provider on the Equipment in order to be broadcast at the Sites; and

“Warranty Management” shall mean the description in the Order Form, clause 4 below and Annex 11 to this Agreement.

2. In this Agreement, except where the context otherwise requires:

   1. capitalized words and expressions shall have the meanings set out in clause 1.1;

   2. references to legislation shall be construed as references to the legislation as amended from time to time and in force as at the relevant time;

   3. references to clauses are to clauses of the Agreement;

   4. The Order Form is part of the Agreement and in the event of any conflict between the Order Form and these terms and conditions, the Order Form shall prevail;

   5. headings are for convenience only and shall not affect the interpretation of the Agreement

2. SCOPE OF AGREEMENT

1. The signature of this Agreement by the Client demonstrates (i) the full, unconditional and unreserved acceptance of the Agreement by the Client; and (ii) constitutes the legally binding Agreement.

2. This Agreement constitutes the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior written or oral agreements, representations or understandings between the Parties. Any change or cancellation of order by the Client will be effective only if it is accepted by the Provider and if it is notified to the Provider in writing before the shipping of any Purchased or Leased Equipment (if any) and before the beginning of any Services.

3. The Provider remains free to refuse, in whole or in part, the requested change or cancellation, without giving any reason, and without having to refund any deposit payment. Should the Provider accept the requested change or cancellation any and all Fees, taxes and other payments or expenditure incurred up to the date of the change or cancellation shall be reimbursed in full to the Provider.

4. The Client appoints the Provider as its preferred supplier in relation to the Services and agrees to offer to the Provider the right of first refusal in relation to the provision of the Equipment and the Services to any additional site in the Territory after the Commencement Date.

5. No modification of this Agreement will be valid unless made in writing and signed by both Parties.

6. If any Equipment or Services purchased by or delivered to Client under the Order Formincludes or requires use of Harmony Software, Client acknowledges and agrees that the Agreement shall include the Harmony Software End User License Agreement attached hereto as Exhibit C, the terms of which shall apply to the download and/or use as applicable, by Client or anyone on Client’s behalf, of the Harmony Software to access the Services.

3. EQUIPMENT

General.

1. The Provider shall use its reasonable endeavors to deliver the Equipment to the Sites (at the delivery address(es) referred to in this Agreement) and in accordance with any time schedule agreed between the Parties. The Provider accepts no liability for late delivery due to custom formalities, error with address(es) communicated by the Client or due to a Force Majeure event. For deliveries outside the Territory, the Client shall handle any custom formalities and shall bear the delivery and custom costs and any costs relating to the export and transit of the Equipment (unless otherwise included within the Provider’s quote and charged to the Client separately). Equipment delivery may be carried out in one or several instalments, by mail services of by an external carrier to the delivery address specified in this Agreement.

2. The Client shall ensure the continual provision of all utilities and shall ensure that any and all permission, consents and authority to enable the Provider to supply the Purchased Equipment are in place at the time of delivery.

3. The Client is not entitled to move the Equipment to a site other than the Site initially agreed between the Parties, without the Provider’s prior written approval. In the event that the Equipment is moved by a person other than a representative of the Provider, the Provider reserves the right to charge for any work necessary as a result of the Equipment being moved.

4. In case of self-install of Equipment, the Client shall (i) be solely responsible for the installation of the Equipment; (ii) comply with the guidelines of the installation and user manual provided by the Provider; (iii) call the Provider’s hotline upon installation of the Equipment so that the Provider may confirm the connection, if the Equipment is to be connected. In case of Equipment installation by the Provider, if required, prior to installation, a pre-visit will be undertaken by the Provider’s appointed technician, at the Client’s cost as communicated in writing by the Provider to the Client. 

5. A minimum of 10 (ten) Business Days’ notice is required for an installation to be carried out.

6. In the event the Provider appointed technician is not able to complete the installation on the scheduled date or at the scheduled time due to an act or omission on the part of the Client or a Third Party (including failure to provide access to the Site), any revised installation arranged for a future date will incur additional cost for the Client.

7. The Client shall provide full access to its premises and/or equipment, including any access authorization, site rules, company rules, security rules and any documentation applicable to works to be undertaken on Site. The Client warrants that its premises are suitable for the Equipment installation, including but not limited to all facilities being clean, dust-free, unfettered and secured.

8. Unless otherwise agreed between the Parties, the disposal of waste caused by the installation of Equipment will be the responsibility of the Client.

9. To the extent that an Assurance Plan is selected on the Order Form in relation to Maintenance Services and/or Scent Maintenance, parts and labor for the repair or replacement of the Equipment during the Initial Term shall be per the relevant Assurance Plan definition in each case during the Initial Term (and to the extent confirmed in writing by the Provider, any Renewal Term), to the exclusion of any (i) external damage to the Equipment (including but not limited to flooding, lightning, power cut, internet network failure); (ii) Client or Third Party interference with the Equipment including changes to the wiring or failure to maintain a twenty-four (24) hour connection to a power supply; (iii) non-compliance with the Technical Pre-requisites and the Provider’s operating instructions; (iv) Client or Third Party equipment/materials being connected to the Equipment; (v) neglect, misuse or deliberate acts of damage in relation to the Equipment by the Client or a Third Party; (vi) Force Majeure and (vii) any use of Equipment which would not comply with the current user guide provided by the Provider and/or used for a purpose other than the Services on Site. In such instances (in addition to where no Assurance Plan is selected on the Order Form and the Standard Warranty has expired) the Client shall purchase replacement equipment from the Provider at the then current Provider purchase price, plus applicable tax.

10. For the purpose of the Maintenance Services and/or the Scent Maintenance, the Provider shall operate a hotline to be used by the Client in the event of difficulties with the Equipment, available during usual Business Hours. The Provider agrees to provide troubleshooting and/or technical help and assistance to the Client by remote administration through the hotline, details of which shall be provided by the Provider to the Client.

11. The Client shall report to the hotline any fault with the Equipment without undue delay. In the event that remote administration fails and subject to the decision from hotline’s operator, new Equipment will be dispatched to the Site within 72 (seventy-two) Business Hours from the receipt of the order by the Provider’s warehouse.

12. The Client shall (i) accept installation of the new Equipment and (ii) return to the Provider the faulty Equipment within 30 (thirty) days from receipt of the replacement. Should the Client fail to return the faulty Equipment, the Provider shall charge for the replacement Equipment. In the event that the Provider makes the decision that a Provider appointed technician must attend the Site and the Equipment cannot be repaired on Site, the Provider appointed technician shall endeavor to leave replacement Equipment on Site until such time as the faulty Equipment has been repaired and replaced.

13. Without prejudice to the Assurance Plan selected by the Client (if any), the Fees payable by the Client include a Standard Warranty. The Client shall verify the state of the Purchased Equipment delivered and shall notify the Provider of any defects within 48 (forty-eight) Business Hours after delivery. If the Client fails to give such notice, the Equipment shall conclusively be presumed to comply with the Standard Warranty and accordingly the Client shall be deemed to have accepted the delivery of the Equipment and the Provider shall have no liability to the Client with respect to that delivery.

14. The Client shall: (i) obtain any necessary landlord or governmental approvals or permits in relation to the installation of Equipment (if any); and (ii) supply all required and necessary conduit, electrical outlets, adequate power, and suitable space with a controlled environment to allow for installation and operation of the Equipment. The Client agrees that the installation of the Equipment and the provision of the Services may require the Provider to drill or cut holes in the infrastructure of the Site and the Provider shall be under no obligation to repair, replace or otherwise restore the Site to its original condition after termination of this Agreement and/or the removal of the Equipment (if any).

15. In the event that the Provider requires a lift to access equipment in order to undertake the installation or to provide the Services, the Client agrees to store such lifts in a secure location at the Site both before and after the installation/provision of the Services, until such time as the lift is collected by the Provider or its appointed contractor.

Purchased Equipment.

16. To the extent that the Client is purchasing the Purchased Equipment as indicated on the Order Form, the provisions of the clauses under this heading “Purchased Equipment” shall also apply.

17. In the event that the Provider purchases Purchased Equipment in advance for a given project (either over the Term or over shorter periods during the Term), or in the event that the installation program is expected to exceed ninety (90) days in length from the Commencement Date, the Client agrees that: (i) a 50% deposit relating to the price of the Purchased Equipment (or such other percentage as shall be determined by the Provider and communicated to the Client, depending on the products which form the Purchased Equipment) shall be payable to the Provider in advance (either prior to such Purchased Equipment being ordered by the Provider or prior to the installation of such Purchased Equipment, as shall be communicated to the Client by the Provider); and (ii) the Provider shall be entitled to issue monthly progress billing invoices (or more frequently as deemed necessary by the Provider) to the Client for work performed by the Provider and the Client agrees to pay such invoices in accordance with the payment terms set out in this Agreement.

18. Any changes, alterations or deviations from the Purchased Equipment and installation obligations specified herein involving extra cost for labor or material will be executed only on written orders for the same duly executed by Client and Provider (each a “Change Order”). The cost of any added labor or material included in a Change Order will become an extra charge over and above the total specified in this Agreement. The total specified in this Agreement is based upon installation by employees of Provider or its authorized agents. Provider reserves the right to make any change in relation to the Purchased Equipment specification prior to delivery provided that this will not impact on the Provider’s ability to perform the Services in accordance with this Agreement.

19. Title to and risk of loss in the Purchased Equipment shall pass to the Client upon shipment to the Site. Client shall keep the Purchased Equipment insured for its full replacement value and against all risks from the time of shipment.

20. The Provider retains a purchase money security interest on and in all Equipment until the Provider receives payment in full, and the Client will cooperate with the Provider to perfect any such interest as deemed reasonably necessary by the Provider. In the event that the Provider is compelled to obtain payment through legal or other professional services, then all such legal and collection fees, whether or not a suit is filed, shall be paid by the Client, including but not limited to all attorneys’ fees and costs incurred in the prosecution and/or appeal of any legal or equitable action. In addition to, but not by way of limitation, if the Client defaults in payment, the Provider may (without prior demand, legal process or waiver of any other remedies) declare all payments hereunder immediately due and payable. The Equipment may be sold if the Provider so desires and the Provider may apply the proceeds less any expenses for sale, retaking, repair or collection against the unpaid balance. The Client hereby authorizes the Provider, its agent or assigns, to sign and execute on the Client’s behalf any and all necessary UCC-1 forms to perfect the Purchase Money Security Interest granted to the Provider.

21. In the event that the Client has any specific requirements in relation to the installation of the Purchased Equipment, such requirements shall be agreed by the Parties prior to installation, and any such requirements shall be charged at the rate agreed in advance between the Parties.

22. Any transport of Purchased Equipment from its initial place of installation shall be subject of a prior request submitted to the Provider with all information relating to the intended transport. Subject to quotation and feasibility, the Provider will arrange the visit of a Provider appointed technician on Site for proceeding to the relocation of Purchased Equipment.

Leased Equipment.

23. To the extent that the Client is leasing the Equipment as indicated on the Order Form, the provisions of the clauses under this heading “Leased Equipment” shall also apply.

24. The Client shall lease from the Provider the Leased Equipment for the Services for the duration of the Term. The Client shall only use the Leased Equipment for broadcasting the Services at Sites.

25. The Client does not have any title in or right of ownership of the Leased Equipment. Consequently, the Client shall (i) refrain from assigning or sub-leasing, in whole or in part, the rights and obligations arising from the Agreement relating to Leased Equipment to any Third Party; (ii) hold the Leased Equipment on a fiduciary basis as the Provider’s bailee and not create or allow any liens or adverse claims of any kind with respect to the Leased Equipment; (iii) mark the Leased Equipment as the Provider’s property; (iv) store the Leased Equipment separately from all other products of the Client or a Third Party, in such a way that it remains readily identifiable as the Provider’s property and in a satisfactory condition; (v) not destroy, deface or obscure any identifying mark or packaging on or relating to the Leased Equipment; and (vi) keep the Leased Equipment insured on the Provider’s behalf for its full replacement value and against all risks.

26. In the event that the Client requires the Leased Equipment to be provided to additional site(s) located in the Territory, the Provider will provide Leased Equipment to the site(s) at a fee to be proposed by the Provider and if no alternate fee is proposed, the Fees set out in the Quotation provided that (i) the Provider has received in writing all information about the new sites(s) (including site’s connection settings) to be supplied with a minimum 15 (fifteen) Business Days before the intended date of the beginning of the Services at the new site and (ii) any new sites shall require Leased Equipment for a minimum new term equal in length to the Initial Term unless otherwise agreed between the Parties in writing.

27. In the event of termination of the Agreement, the Client shall uninstall and return the Leased Equipment in good working order, ordinary wear and tear excepted, at the Client’s cost within 30 (thirty) days (except to the extent that the Client has paid for such Leased Equipment in full by the date of termination). Upon the Client’s request and at the Client’s own cost, the Provider may send a Provider appointed technician to the Sites to uninstall and collect the Leased Equipment. For Leased Equipment provided for Scent Services, a Provider appointed technician must attend the Site to uninstall the Leased Equipment at the Client’s cost. Until the Leased Equipment has been returned and repossessed, the Client shall be solely responsible for its safekeeping. In the event that the Client fails to return the Leased Equipment to the Provider in accordance with the above provisions, (at the Provider’s discretion) the Provider shall charge the Client for the Leased Equipment at its full replacement value.

4. SERVICES

1. To the extent that the Client is purchasing Services as outlined on the Order Form, the relevant provisions of this clause 4 shall apply.

2. The Provider will provide the Services to each Site located in the Territory during the Term of the Agreement. The Client agrees to use the Equipment solely in connection with the Services.

3. In the event that the Audio Content and/or Digital Signage Content (as the case may be) is not to be broadcast as scheduled (at the time scheduled and/or in the scheduled Site), the Client shall promptly notify the Provider.

4. All Intellectual Property Rights and all other rights in the Services are owned by the Provider or licensed to the Provider. The Provider hereby grants to the Client a non-exclusive, personal and non-transferrable License to broadcast the Audio Content in relation to the Music Services (if any) and/or Voice Messaging Services (if any) and/or Digital Signage Services (if any) in the Sites located in the Territory under conditions of the Agreement and during the Term of the Agreement only. Upon the termination of this Agreement, this license will automatically and immediately terminate.

5. The Client agrees to use the Provider’s Equipment solely in connection with delivery of the Services and that the Services (including any Software or media used in conjunction with the Service) shall not be (i) used in conjunction with any third party announcements for which Client or any other person receives consideration of any kind (unless approved in advance, in writing by the Provider) or (ii) copied, recorded, dubbed, sold, given away, pledged, duplicated, altered, edited, modified, synchronized with any content, damaged or supplemented. The Client further agrees that the Services shall not be amplified, transmitted, or retransmitted so as to be audible outside any Site. The Client shall not sell, assign, give away, pledge, reproduce, copy, record, dub, duplicate, alter, edit, modify or damage in any manner the Services (including any media containing the Services) unless agreed to in writing by the Provider. The Client shall not transmit or use the Services outside of the Sites.

Music Services

6. The Client shall select the Music Profile in advance, as to enable the Provider to load the Music Profile onto the Equipment in accordance with the Agreement. Any variation to the Music Profile requested by the Client outside of the included update schedule, will be charged separately. As the Provider may incur liability in the event that the Audio Content is broadcast in public places, the Provider reserves the right not to distribute or broadcast any music tracks with explicit lyrics and/or text which may lead to legal action by a Third Party.

7. Subject to compliance by the Client with the Technical Pre-requisites and, if required, an internet connection, the Provider will ensure (i) the broadcasting of the music 24 hours per day and 7 days per week and (ii) its periodic updating over the internet (which shall require the Equipment to be left switched on overnight) or through solid state media as specified from time to time by the Provider, (depending on the Equipment) at the intervals stated in this Agreement. Any further updates of the Music Profile/ Audio Content requested by the Client shall be charged by the Provider at an additional Fee as provided by the Provider to the Client on request.

8. As the Provider does not own the Intellectual Property Rights in the Audio Content, the Client’s use of the Audio Content is conditional on the Provider obtaining a written license (or sub-license) from the relevant licensor(s) on such terms as to entitle the Provider to lawfully provide the Audio Content to the Client. The Provider is permitted to amend the Audio Content and Music Profile, in all or in part of any Territory at any time in order to comply with applicable law and regulations in the Territory (including any order or request made by an owner of the rights in the Audio Content) and where such content is amended the Client agrees that the Provider shall not have committed a breach of its obligations under the terms of the Agreement.

9. The Client shall (i) only broadcast the Audio Content as background music in the Sites covered by the Agreement (ii) not reproduce or make copy of the Audio Content, in whole or in part and in any form whatsoever and (iii) shall not use the Audio Content for dancing, bowling, skating, nightclubs, theme parks, aerobic or physical activity or any form of entertainment for which an entry fee is payable. Should the Client fail to adhere to this clause, the Provider reserves the right to terminate the Agreement immediately without prejudice to any of the Provider’s other rights and remedies set out in the Agreement.

10. In relation to any Audio Content provided to the Client as part of the Music Services or Voice Messaging Services, the Provider legally sources the Audio Content and provides it to the Client for the purposes of broadcasting as background music and Voice Messaging Services in the Sites in accordance with the terms of the Agreement.

11. Subject to clause 4.12, Provider warrants that (i) it has obtained (via the supplier of the Audio Content) all necessary rights from the rights holders of the Audio Content for a use as background music in Sites located in the Territory; and (ii) the Provider shall pay the copyright license fees (as applicable) for the Client’s use of the Music Services within the Territory.

12. In the event that the Major Label Music is to be delivered in Canada: (i) in relation to Performing Rights Organizations, the Client shall be responsible for the payment of all tariffs approved by the Canadian Copyright Board in relation to neighboring rights (public performance) rights that are payable with respect to the use of the Services as background music pursuant to SOCAN Tariff 16, Re-Sound f/k/n NRCC Tariff 3 and any AVLA usage agreement or any successor tariff or usage Agreement; and (ii)In relation to Collective Management Organizations, the Provider shall pay the music rights tariffs on behalf of the Client and shall submit them to the appropriate Collective Management Organizations and the Client shall reimburse the Provider for such payments within the Fee in accordance with this Agreement.

13. For the avoidance of doubt, Rights Inclusive Music may be copied by the Provider free of any charges to be paid to any Collective Management Organizations and/or Performing Rights Organizations in relation to any licensing obligations (including, but not limited to, neighboring performance rights in Canada).

14. If the status of any Rights Inclusive Music tracks is altered so that it is no longer compliant to a rights-inclusive status, the Provider will remove the non-compliant music from the Music Profile and will supply alternative, and eligible Rights Inclusive Music via the internet or an update to the solid-state media if Equipment is not connected. Should the status of Rights Inclusive Music be no longer lawful in the Territory due to a change in the applicable law in the Territory or a change in the applicable rules of any Collective Management Organization and/or Performing Rights Organization, the Provider will inform the Client of the financial consequence for the Client and the Parties shall negotiate, in good faith, a variation to the Agreement in order to comply with the new applicable law.

Voice Messaging Services.

15. As the Provider may incur liability in the event that the Audio Content is broadcast in public places, the Provider reserves the right not to distribute or broadcast any sound messages with explicit lyrics and/or text which may lead to legal action by a Third Party.

16. Subject to compliance by the Client with the Technical Pre-requisites and, if required, an internet connection, the Provider will ensure (i) the broadcasting of the Voice Messaging Services 24 hours per day and 7 days per week (including public holidays) or at a frequency requested by the Client; and (ii) its periodic updating over the internet (which shall require the Equipment to be left switched on overnight) or through the solid state media as specified from time to time by the Provider, (depending on the Equipment) at the intervals stated in this Agreement. Any further updates of the Audio Content/ Voice Messaging Services requested by the Client shall be charged by the Provider at an additional Fee as provided by the Provider to the Client on request.

17. To the extent that the Client provides the content in relation to the Voice Messaging Services, this is conditional on the Client obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as to entitle the Client to lawfully provide the content in relation to the Voice Messaging Services to the Provider. The Provider is permitted to amend such content in all or in part of any Territory at any time in order to comply with applicable law and regulations in the Territory (including any order or request made by an owner of the rights in such content) and where such content is amended the Client agrees that the Provider shall not have committed a breach of its obligations under the terms of the Agreement.

18. In relation to any Audio Content made available to the Client as part of the Voice Messaging Services, the Provider legally sources Audio Content and provides it to Client for the purposes of broadcasting Voice Messaging Services in the Sites in accordance with the terms of the Agreement. 

19. The Provider shall propose the script, recording and uploading of Voice Messaging Services for the purpose of broadcasting them with the Audio Content at Sites subject to additional invoicing based on the Fees specified in this Agreement.

20. Should the Voice Messaging Services be not scripted and/or not recorded by the Provider, the Client shall obtain, where applicable, in advance all necessary authorizations from the rights holders of all or part of the text and/or of the voice recordings of the Voice Messaging Services, and shall bear the associated fees.

21. To the extent that the Client provides the content, the Provider shall not be held responsible for the content of the Voice Message broadcast, and the Client shall indemnify the Provider against any and all claims from any Third Party (including penalties imposed by any government or regulatory authority) regarding the text and/or the recording of the Voice Messaging Services.

Digital Signage Services.

22. The Client shall decide upon the Digital Signage Content in advance, as to enable the Provider to create and load (or just load in the event that the Client creates their own Digital Signage Content) the Digital Signage Content on to the Equipment in accordance with the Agreement. Any variation to the Digital Signage Content requested by the Client and undertaken by the Provider will be charged separately.

23. The Client shall (i) only broadcast the Digital Signage Content in the Sites covered by the Agreement (ii) not reproduce or make copy of the Digital Signage Content, in whole or in part and in any form whatsoever (except to the extent the Digital Signage Content is owned by the Client). Should the Client fail to adhere to this clause, the Provider reserves the right to terminate the Agreement immediately without prejudice to any of the Provider’s other rights and remedies set out in the Agreement.

24. To the extent that any Digital Signage Content is to be made available by the Provider to the Client as part of the Digital Signage Services, the Provider shall legally source Digital Signage Content and provide it to the Client for the purposes of broadcasting in the Sites in accordance with the terms of the Agreement. 

25. To the extent that the Client provides the Digital Signage Content, the use of Digital Signage Content is conditional on the Client obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as to entitle the Client to lawfully provide the Digital Signage Content to the Provider. The Provider is permitted to amend the Digital Signage Content in all or in part of any Territory at any time in order to comply with applicable law and regulations in the Territory (including any order or request made by an owner of the rights in the Digital Signage Content) and where the Digital Signage Content is amended the Client agrees that the Provider shall not have committed a breach of its obligations under the terms of the Agreement.

26. To the extent that the Client opts to provide the Digital Signage Content:

    1. the Client will be responsible for the provision of the Digital Signage Content to the Provider in one of the following formats: m4v, mp4, mov and wmv at least 10 Business Days before broadcasting at the Sites.

    2. the Client will be responsible for obtaining all required authorizations from any right owners of all or part of any Digital Signage Content which the Client provides, at the Client’s cost. The Client shall indemnify the Provider against any third-party claim arising directly or indirectly in relation to the Digital Signage Content which the Client provides.

    3. for the purposes of broadcasting the Digital Signage Services, the Provider shall provide to the Client space on the Provider’s shared server (the “Server”) and grants to the Client, a personal, non-exclusive and non-transferable license to use the Software relating to the Digital Signage Services on the Server during the Term.

    4. in the event that the Client needs to access the Server via a user interface, in order to download Digital Signage Services and manage digital devices at the Sites, the Provider will grant access to the Server to the Client, via one or several users profiles (the communication of a password and the URL address for connection will be made upon prior request to the Provider for each user account). The Client will manage the access granted by the Provider and the use of the Server. Each user profile will be linked to a Client’s employee and the Client shall ensure that its employees shall keep their login and password confidential.

    5. the Provider shall not be held liable in the event that the Digital Signage Services are not broadcast at Site due to the Client’s failure to obtain all required authorizations from any right owners of all or part of any Content and/or any interruption to the Client’s internet network which fails to enable access to the Server and/or to broadcast Digital Signage Services on Site.

    6. the Client will grant to the Provider during the Term, the right to reproduce and represent in whole or in part the Digital Signage Content for the purposes of the execution of the Digital Signage Services.

Managed Services: Advanced Exchange

27. To the extent that Advanced Exchange is selected on Page 2 of this Agreement, the Provider shall provide such Advanced Exchange services to the Client during the Term in respect of the Sites.

28. Advanced Reporting: To the extent that Advanced Reporting is selected on Page 2 of this Agreement, the Provider shall provide such Advanced Reporting services to the Client during the Term in respect of the Sites.

Managed Services: Device Connectivity Monitoring

29. To the extent that the Device Connectivity Monitoring is selected on Page 2 of this Agreement, whether on a monthly or weekly basis, the Provider shall provide such Device Connectivity Monitoring to the Client during the Term in respect of the Sites.

Managed Services: Mobile Connectivity

30. To the extent that the Mobile Connectivity is selected on the Order Form , whether on a monthly or weekly basis, the Provider shall provide such Mobile Connectivity to the Client during the Term in respect of the Sites.

31. The Provider will connect and maintain the connection of the Equipment to the System and, subject to the geographical coverage of the System from time to time and any other limiting factors not under the Provider’s control, the Provider will use its reasonable endeavours to make the Mobile Connectivity available to the Client throughout the Term.

32. The Client agrees to adhere to the attached Terms and Conditions of the relevant Carrier in Annex 1 as follows:

1. Jola (to the extent that the Sites are in the United Kingdom or Australia);

2. Zipt (to the extent that the Sites are in the USA);

3. ThingsData (to the extent that the Sites are in the EU)

1. The Provider shall be entitled, at its absolute discretion, to transfer the Client to another service operator, provided that the transfer does not result in the Client incurring any additional costs. Wherever practicable, fourteen (14) days written notice shall be given by the Provider of such change.

2. The Client recognizes and acknowledges that the Mobile Connectivity Monitoring depend on the availability of the System, which may from time to time, by their very nature, be adversely affected by physical features, atmospheric conditions and other causes of interference and that accordingly the System may fail or require maintenance without notice.

3. The Provider bears no liability to the Client whatsoever in connection with any services provided by an overseas network, third party provider or premium rate provider.

4. The Provider will provide a fully functional M2M (Machine to Machine) IoT data plan as part of the Mobile Connectivity with a monthly data allowance. Client will pay the Provider on per unit monthly fees for every Mobile Connectivity unit that is installed and is “Active” for any period within a given month. A unit is considered “Active” if the device is installed at a Client site, the SIM is enabled in the Carrier platform for any period within a given month.

5. The Client shall only use Mobile Connectivity in the Sites covered by this Agreement.

6. The Client acknowledges that the System is operated under license and by agreement with service operators and that the provisions of the said licenses and agreements apply to the use of the Mobile Connectivity by the Client. The Client hereby undertakes:

1. not to use or permit the use of the System for (a) any unlawful, immoral, or improper purpose, including without limitation the use of unlawful or unauthorized SIM gateways, (b) any purpose not recommended by the Equipment manufacturer, or (c) any other purpose as notified by the service operators or the Provider from time to time;

2. to comply with any reasonable instructions issued by the Provider relating to the System, the Equipment or the Mobile Network Service and to use only Equipment approved by the Service Operators and the local Board of Telecommunications;

3. not to reverse, or permit anyone else to reverse, the charges on any telephone call;

4. not to act, or omit to act, in any way which may injure or damage any persons, property, or the System or cause the quality of the Mobile Network Service to be impaired;

5. not to directly or indirectly be involved, or knowingly, recklessly, or negligently permit any other person to be involved, in any fraud, illegal or immoral activity in connection with the Client’s use of the Mobile Connectivity and shall notify the Provider immediately upon becoming aware of any such activity;

6. to promptly advise the Provider, by phone and in writing in the event of loss or theft of the Equipment.

1. The Client and its distributors, agents or dealers shall not (i) characterize the service or devices it provides to End Users as involving the sale, resale or provision of wireless services; (ii) advertise that it is selling or providing wireless service, or (iii) charge its customers separately for wireless service.

2. The Provider does not guarantee, and Client acknowledges, that the Carrier nor its suppliers shall have continuous uninterrupted service or ubiquitous coverage.

3. Client agrees to the following provisions and agrees to advise the End Users of their obligation to adhere to these provisions and to include such provisions in its user manuals, product documentation, and/or instructions for use:

1. Client has no contractual relationship with the Carrier and End User is not a third-party beneficiary of any agreement between Client and Carrier. In any event, regardless of the form of the action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, Client’s exclusive remedy for claims arising in any way in connection with this Agreement, for any cause whatsoever, including but not limited to any failure or disruption of service provided hereunder, is limited to payment of damages in an amount not to exceed the amount paid by Client for the Mobile Connectivity Services during the two month period preceding the date the claim arose;

2. Client agrees to indemnify and hold harmless the Carrier and its officers, employees, and agents against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with this Agreement or the use, failure to use, or inability to use the Client’s product except where the claims result from the Carrier’s gross negligence or wilful misconduct. This indemnity will survive the termination of the MSA;

3. Client has no property right in any number assigned to the device and understands that any such number can be changed from time to time;

4. Client understands that the Provider and the Carrier cannot guaranty the security of wireless transmissions, and will not be liable for any lack of security relating to the use of the Mobile Connectivity;

5. The Mobile Connectivity is for Client’s use only and Client may not resell the service to any other party except in the case that customer is selling a combined IOT solution to resellers that sell on Client’s behalf as part of a combined product offering.

1. The Client must ensure that usernames, passwords and/or PINs used by it and/or its personnel and/or users in connection with the Equipment and/or Mobile Connectivity are kept confidential and are only used by authorized users. The Client will inform the Provider immediately if the Client knows or suspects (or ought reasonably to know or suspect) that a username, password or PIN has been disclosed to an unauthorized user or is being used in an unauthorized way. The Client will not change or attempt to change a username without the Provider’s written consent.

2. The Provider reserves the right (at the Provider’s sole discretion):

1. to suspend usernames and password access to the Mobile Connectivity if at any time the Provider thinks that there has been or is likely to be a breach of security; and 

2. to ask the Client to (in which case, the Client shall) change any or all of the passwords the Client uses in connection with the Mobile Connectivity .

1. The Client accepts and acknowledges that the Mobile Connectivity services are not guaranteed to be secure and the Provider does not guarantee the prevention or detection of any unauthorized attempts to access the Mobile Network Services.

2. The Provider shall not be responsible for charges resulting from fraudulent and/or unauthorized use of the Equipment or Mobile Network Services by the Client, its End Users or any Third Parties and the Client agrees to pay all additional charges related to such fraudulent and/or unauthorized use. 

3. Any assistance given by the Provider in relation to fraudulent and/or authorized use by the Client or a Third Party (or the prevention of such use) will be on an endeavours basis only and no liability can be accepted by the Provider for any loss sustained by the Client via fraudulent and/or unauthorized means that are beyond the Provider’s reasonable control (save for any fraud and/or authorized use by an employee of the Provider acting in that capacity).

4. From time to time, the Provider may interrupt the Mobile Connectivity to maintain, update, or enhance software Equipment or other aspects of the Service and/or the Mobile Network Service. The Provider will, where possible, give the Client a minimum of 5 Business Days advance notice of such events, and where possible, will schedule such maintenance events so as to cause minimum interruption of the Mobile Connectivity. For the avoidance of doubt, it may not be possible to give such notice where interruption to the Service is necessary to deal with Incidents occurring in connection with the Service.

5. From time to time the Provider may interrupt the Mobile Connectivity to carry out emergency maintenance to the Mobile Network Service in order to maintain appropriate levels of service quality and to provide where possible minimum impact to the Mobile Connectivity. The Client accepts that it may not be possible for the Provider to provide the Client with advanced notification of emergency maintenance events.

6. The Provider aims to offer the Mobile Connectivity continuous and fault free. However, the suspension of the Device Connectivity will be possible in the following situations:

1. the Mobile Connectivity services are being updated, under maintenance, improved and/or altered;

2. the Mobile Connectivity services are being repaired after a malfunction, fault or damage;

3. Third-Parties are suspending the services supplied to the Provider;

4. any government body, authority or regulatory organism requires the suspension of the Mobile Connectivity;

5. an emergency arises or the Provider has to take any other action that it reasonably considers necessary as a prudent provider of the Mobile Connectivity;

6. the Provider deals with an actual or suspected security breach, virus and/or any misuse.

1. Any suspension of the Mobile Connectivity will be undertaken to minimise downtime and, where possible, will be carried out at a suitable time in order to minimise the impact on the Client. Whenever possible, a notice to the Client will be sent twenty-four (24) hours prior to any suspension of the Mobile Connectivity.

2. The Provider may at any time immediately suspend all or part of the Mobile Connectivity services it provides until further notice without incurring any liability:

1. if it is obliged to comply with an order, instruction, or request of the Government, emergency services organization, or other competent administrative authority;

2. it needs to carry out work related to exceptional upgrading or maintenance of its facilities where those facilities must cease operation at or about the time;

3. in order to prevent damage or degradation of the Provider’s contracting party’s network integrity which may be caused by whichever reason;

4. for a violation of the Provider’s acceptable use policy or for other behaviour that, in the Provider’s reasonable discretion, may be deemed to be illegal;

5. in order to protect the Provider, at its sole discretion, from legal liability which relates to a breach of obligation and/or warranties by the Client; or

6. in case of notifications or signs of fraud or abuse of service.

52. The Provider reserves the right to pass onto the Client on a cost-plus basis (adding 15%) any charges levied by the Provider to which it is exposed as a result of the Client and/or its End-Users’ actions. The Client shall pay any and all charges relating to any artificially inflated traffic (including, but not limited to, the use of unauthorized gateways or devices that result in disproportionately high levels of voice, SMS or data consumption) regardless of the existence of an “unlimited” voice, SMS or data allowance.

Managed Services: Equipment Rental

53. To the extent that Equipment Rental is selected on Page 2 of this Agreement, the Provider shall provide such Equipment Rental services to the Client during the Managed Services Term in respect of the Sites.

54. The Client shall hire from the Provider the Equipment for the Equipment Rental services for the duration of the Managed Services Term. The Client shall only use such Equipment in connection with the Managed Services.

55. The Client does not have any right of ownership of such Equipment. Consequently, the Client shall (i) not assign or sublease, in whole or in part, the rights and obligations arising from the Agreement relating to such Equipment to any Third Party; (ii) hold such Equipment on a fiduciary basis as the Provider’s bailee and not create or allow any liens or adverse claims of any kind with respect to such Equipment; (iii) mark such Equipment as the Provider’s property; (iv) store such Equipment separately from all other products of the Client or a Third Party, in such a way that it remains readily identifiable as the Provider’s property and in a satisfactory condition; (v) not destroy, deface or obscure any identifying mark or packaging on or relating to such Equipment; and (vi) keep such Equipment insured on the Provider’s behalf for its full replacement value and against all risks.

56. In the event that the Client requires the Equipment Rental to be provided to additional site(s) other than the Sites, the Provider will provide Equipment Rental to the site(s) at a fee to be proposed by the Provider and if no alternate fee is proposed, at the same Recurring Monthly Revenue set out in this Agreement provided that (i) the Provider has received in writing all information about the new sites(s) (including site’s connection settings) to be supplied with a minimum 15 (fifteen) Business Days before the intended date of the beginning of the Services at the new site and (ii) any new sites shall require Equipment Rental for a minimum new term of 36 months unless otherwise agreed between the Parties in writing.

57. In the event of termination of the Agreement for whatever reason, the Provider shall have the option to require the Client to (a) uninstall and return the Equipment Rental in good working order, ordinary wear and tear excepted, at the Client’s cost within thirty (30) days (except to the extent that the Client has paid for such Equipment Rental in full by the date of termination); or (b) pay for the Equipment Rental in relation to the unexpired period remaining of the Managed Services Initial Term as at the date of termination. If the Provider requires the return of the Equipment Rental, upon the Client’s request and at the Client’s own cost, the Provider may send a Provider appointed technician to the Sites to uninstall and collect the Equipment Rental. Until the Equipment Rental has been returned and repossessed, the Client shall be solely responsible for its safekeeping. In the event that the Provider requires the Client to return the Equipment Rental (and not to pay for the Equipment Rental for the unexpired portion of the Managed Services Initial Term as at the date of termination) should the Client fail to return the Equipment Rental to the Provider in accordance with the above provisions, the Provider may charge the Client for the Equipment Rental at its full replacement value for the unexpired portion of the Managed Services Initial Term in any event. To the extent that the Client remains in possession of Equipment Rental or Purchased Equipment following the date of termination of the Agreement, the Client accepts full responsibility for the immediate safe and environmentally friendly destruction of such Equipment.

Managed Services: Exchange Pool

58. To the extent that Exchange Pool services are selected on Page 2 of this Agreement, the Provider shall provide such Exchange Pool services to the Client during the Term in respect of the Sites, whether the Exchange Pool is Client owned or Provider owned.

Managed Services: Help Desk Support

59. To the extent that Help Desk Support services are selected on Page 2 of this Agreement, the Provider shall provide such Help Desk Support services to the Client during the Term in respect of the Sites.

Managed Services: Remote Monitoring and Management

60. To the extent that the Remote Monitoring and Management is selected on Page 2 of this Agreement, whether on a continuing, annual or quarterly basis, the Provider shall provide such Remote Monitoring and Management to the Client during the Term in respect of the Sites.

Managed Services: Preventative Maintenance

61. To the extent that the Preventative Maintenance services are selected on Page 2 of this Agreement, whether on an annual, semi-annual or quarterly basis the Provider shall provide such Preventative Maintenance services to the Client during the Term in respect of the Sites.

Managed Services: Reactive On Site

62. To the extent that the Reactive On Site services are selected on Page 2 of this Agreement, whether on an unlimited, 1 visit per year, 2 visits per year or 3 visits per year basis, the Provider shall provide such Reactive On Site services to the Client during the Term in respect of the Sites.

Managed Services: System Assurance

63. To the extent that the System Assurance services are selected on Page 2 of this Agreement, the Provider shall provide such System Assurance services to the Client during the Term in respect of the Sites.

64. The System Assurance services (if selected by the Client) will apply to any component piece of Equipment utilised in connection with the Managed Services whether it was contracted using the MSA or this Agreement. To the extent that an assurance program was not selected in the MSA but is selected in this Agreement, this Agreement shall prevail.

Managed Services: Warranty Management

65. To the extent that the Warranty Management services are selected on Page 2 of this Agreement, the Provider shall provide such Warranty Management services to the Client during the Term in respect of the Sites.

Managed Services: Content Scheduling

66. To the extent that the Content Scheduling services are selected on Page 2 of this Agreement, the Provider shall provide such Content Scheduling services to the Client during the Term in respect of the Sites.

Managed Services: Customer Success

67. To the extent that the Customer Success services are selected on Page 2 of this Agreement, the Provider shall provide such Customer Success services to the Client during the Term in respect of the Sites.

Managed Services Deliverables

68. In relation to the Managed Services, the Client will be billed at the frequency set out on the Order Form of this Agreement and the Client agrees to pay the applicable Recurring Monthly Revenue within the payment terms as detailed on the Order Form.

69. This Agreement is agreed to by the Provider on the basis that the Provider shall supply the engineering deliverables, audio visual equipment and field device installation, rack installation, testing of racks, programming tuning, commissioning and training only in connection with the Managed Services selected by the Client on Page 2 of this Agreement.

70. The Client agrees that either the Client or a third party shall provide the conduits, raceways and cable pathways, cable and cable pulls, pipe install, fixture hang and cabling and all other on-Site equipment required to receive the Managed Services, including lifts, scaffolds and any permits or licensing required in connection with the receipt of the Managed Services. The Client shall ensure that it or its electrical contractor shall specify and provide the correctly sized wires, wire pulls, junction boxes and cover plates required.

71. Due to LED batch production and manufacturing processes, should any LED panels be required by the Client at a date which is a later date than the original order (in connection with increasing the size of the LED display or replacement of a LED screen within a display), the Provider cannot guarantee that the new LED panel will be colour matched to the original display package.

72. LED products have a lead order time of 6-8 weeks to manufacture. The Provider shall communicate to the Client should a longer lead time be required.

73. The Client is responsible for the provision of all mounting frames, structural steel, back bracing, wall backing, supports or other structural engineering requirements and certification required in connection with receiving the Managed Services from the Provider.

74. Painting, patching and any architectural or structural repairs are excluded from the provision of the Managed Services by the Provider.

75. The Client agrees to ensure that Equipment used in connection with the Managed Services is kept in good operating condition and shall not damage or cause harm to such Equipment whilst in its possession.

76. The Client shall ensure that all Equipment used in connection with the Managed Services is kept insured with a reputable insurer at all times during the Managed Services Term. Such insurance must be fully comprehensive and cover: (i) all risks of loss or damage to the Equipment to their full replacement value, and (ii) the Client and Provider against all third-party liability for such amount as the Provider may stipulate from time to time or, in the absence of any stipulation, for the amount as set out in Page 2 of this Agreement.

5. FINANCIAL TERMS

1. In consideration of the provision of the Services by the Provider, the Client shall pay the Fees detailed on the Order Form in full and cleared funds to the bank account of the Provider by automatic credit card charge or ACH payment (unless otherwise agreed in writing between the Parties), using the Billing Information set out on the Order Form. To the extent that an automatic payment (if selected on the Order Form) is not set up by the Client, the Provider reserves the right to invoice $5 per invoice until such time as the automatic payment option has been set up. The Fees are subject to any applicable VAT or any relevant local sales taxes (subject to any increases in such taxes due to a change in law where the Site is located) and where relevant, do not include any applicable freight, permits, other taxes, tariffs, lift rental charges or restocking fees, which shall be payable by the Client. The Provider reserves the right to request and receive interim payments based on project value.

2. The Fees stated in relation to the Equipment and/or the Services and any license fees may be increased with effect from the anniversary of the Commencement Date based on the increase in the Consumer Prices Index, All Urban Consumers in the U.S. Notwithstanding the provisions of this clause, the Fees stated in relation to the Services and any license fees may be increased at any time after the Commencement Date to accommodate any increases in the charges paid by the Provider to third parties in relation to the Provider’s licensing costs.

3. Any recurring charges shall be invoiced at the frequency set out on the Order Form in advance (unless otherwise agreed in writing between the Parties) with effect from the commencement of the Services. In the event of a pre-existing contract between the Client and the Provider which is replaced by this Agreement, the Client acknowledges that transition between invoices issued under the prior agreement and invoices issued under this Agreement may take one billing frequency in order to update the fees to the Fees to be charged pursuant to this Agreement.

4. Each invoice shall be paid by the Client within the number of days set out on the Order Form from the date of invoice or on the next working day following the date of receipt of a reissued invoice, whichever is the later. To the extent that the Client requires the Provider to utilize a third-party billing system, this shall be subject to the prior approval of the Provider (acting reasonably provided that any additional costs to the Provider shall be invoiced to the Client.

5. Time for payment shall be of the essence of this Agreement. Without prejudice to any other right or remedy if the Client fails to pay the Provider on the due date the Provider may charge interest on such sum from the due date for payment in accordance with the lesser of 2.5% or the highest rate permitted by applicable law. Provider may suspend all Services until payment has been made in full, after a written notice for payment remained uncured. Client shall be liable for any costs incurred in the collection of the overdue amounts including the use of collection agencies and any reasonable legal costs. In addition, the Provider reserves the right to charge a $50 reconnection fee in the event that the Services are disconnected due to late payment.

6. On termination, all sums payable to the Provider under the Agreement shall become due immediately, notwithstanding any other provision.

7. The Provider may, without prejudice to any other right or remedy, set off any liability of the Provider against any liability of the Client to the Provider by way of a credit note or otherwise.

8. From time to time, due to a lack of storage space at the Site or a delay in the project timeframe, the agreed delivery date or installation of the Purchased Equipment may be extended under a bill and hold arrangement as set out in this clause. In the event that there is a lack of storage space or a delay in the project timeframe which exceeds 3 calendar months from the date on which the Purchased Equipment (or part thereof) is ready for delivery, the Provider shall store some or all of the Purchased Equipment (“Batch”) for up to 6 calendar months in return for the Client paying storage fees which shall be determined by the Provider from time to time, until such time as the Client is able to take delivery/proceed with the installation. For each Batch, the Client agrees that: (A) the Client has made a fixed commitment to purchase the Batch, (B) risk of loss for the Batch passes to Client upon placement into storage, (C) such Batch shall be on a bill and hold basis for legitimate business purposes, (D) the Client shall identify a fixed delivery date for the Batch and (E) Client agrees to be invoiced and to pay the invoice for the Batch and the invoice (and any subsequent invoices) for the storage fees in accordance with the Payment terms set forth in this Agreement. If no delivery date is fixed by the Client at the time of billing, the Provider shall have the right to ship the Batch to the Client if the Provider does not receive a request for delivery within six (6) months after the Client receives an invoice from the Provider, and the Client will be responsible for any decrease in market value of the Batch that relates to factors and circumstances outside of the Provider’s reasonable control. Upon request for shipment of such Batch by the Client, the Provider shall use commercially reasonable efforts to ship such Product within two (2) business days following confirmed receipt of such request, but in no event more than five (5) business days following confirmed receipt of such request. The Batch shall be stored by the Provider, labelled as belonging to the Client and shall be kept segregated from other products which do not form part of the Batch.

9. In relation to Managed Services, the Provider shall provide a proposal to the Client in writing and no verbal communication shall be deemed to amend such proposal. The proposal shall be based on the currency exchange rate applied to such proposal (if any) by the Provider as at the date of the proposal. Due to fluctuations in exchange rates, the Provider reserves the right to amend the pricing between the date of the proposal and the signature of this Agreement and/or between the date of the proposal and the date on which an order is placed for the Equipment or Services outlined in the proposal.

10. LED technologies are non-cancellable and non-refundable once an order has been placed by the Provider with the supplier.

11. Shipping costs in relation to Managed Services have been calculated based on estimated Ocean Freight charges. Should the actual shipping costs exceed the estimate, the Provider reserves the right to charge the Client for such additional costs.

12. Costings for any mock ups, demonstration items, hardware, labor and shipping are excluded from the Managed Services and shall be invoiced to the Client at additional cost.

13. Technology refreshes are not included in the Managed Services purchased and shall be conducted on an as required basis. Such technology refreshes may be at an additional cost which shall be communicated to the Client in advance of the refresh.

6. TERM AND TERMINATION

1. To the extent that this Agreement relates only to Purchased Equipment (and not to Leased Equipment and/or Services), the Agreement shall commence on the Commencement Date and shall continue until such time as the Purchased Equipment has been delivered.

2. To the extent that this Agreement includes Leased Equipment and/or Services, the Agreement shall commence on the Commencement Date and shall continue for the Initial Term. The Agreement will be automatically renewed for successive 12-month periods thereafter unless either party provides written notice of termination at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term.

3. The Provider shall be entitled to suspend some or all of the Services and/or terminate the Agreement immediately by notice in writing to the Client in the event that the Client becomes the subject of a voluntary arrangement, is unable to pay its debts, has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its assets or income, has passed a resolution for its winding-up or has a petition presented to any court for its winding-up or for an administration order or its equivalent.

4. The Provider may immediately terminate this Agreement, without liability to the Client, on giving notice to the Client if the Client fails to perform any of its obligations due under this Agreement and/or fails to pay on the due date for payment and remains in default not less than 15 (fifteen) days after being notified in writing by the Provider.

5. Either Party shall have the right to terminate the Agreement in the event of a material breach by the other Party of any of its obligations pursuant to the Agreement, which is not remedied within 15 calendar days from the date of a formal demand letter, without prejudice to any compensation which may be claimed from the defaulting Party due to non-compliance with its contractual obligations.

6. On termination of this Agreement for any reason, the Client shall: (i) immediately terminate all use of any of the Services; (ii) cease use of any Leased Equipment, Software and all broadcasting in connection with any of the Services; and (iii) all rights and licenses granted to Client shall automatically terminate. Without prejudice to any other right or remedy of the Provider, the Provider shall have the right to enter the Client’s premises and take possession of any items of Purchased Equipment and/or Leased Equipment in order to discharge any liability of the Client in accordance with this Agreement, including the non-payment of invoices by the Client in relation to the Equipment or otherwise.

7. Client may seek to add a Site by giving Provider 30 days’ prior written notice of the addition. Within 10 days of Provider’s receipt of such notice Provider will advise Client in writing if the addition is or is not acceptable. If accepted, Provider will promptly take steps to fulfil Client’s request and start providing the Service at the added Site. In the event Client wishes to delete a Site, it will give Provider 45 days’ prior written notice of the deletion. Client will promptly remove any Leased Equipment from the deleted Site and return it to Provider. Client’s obligations to pay Recurring Monthly Charges in respect to such deleted Site(s) shall not cease unless Provider is then providing the Service to at least 95% of Client’s total Sites as of the date of the deletion notice (compared with the number of Sites as at the commencement date of the Services) and Client has (i) closed the deleted Site or (ii) sold the deleted Site to an unrelated and unaffiliated third party.

7. CONFIDENTIALITY

1. Each Party undertakes that it shall not at any time during the Term of this Agreement and for a period of 3 (three) years after termination disclose to any person any confidential information disclosed to it by the other Party concerning the business or affairs of the other Party or of any member of its group, including information relating to its operations, processes, plans, product information, know-how, designs, trade secrets, software, reports, documents, contracts, commercial proposal, pricing, purchase orders, quotes, forecasts, analysis, studies, financial information ("Confidential Information"), except as permitted by this Confidentiality clause.

2. Each Party shall hold all Confidential Information of the other Party using the same standard of care and security it uses to protect its own proprietary and confidential information. 

3. Each Party may disclose the other Party's Confidential Information:

   1. to its employees, officers, agents, consultants, advisers, subcontractors or those of in its group of companies ("Representatives") who need to know such information for the purposes of carrying out the Party's rights and/or obligations under this Agreement, provided that the disclosing Party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause as though they were a Party to the Agreement; and

   2. as may be required by Law, court order or any governmental or regulatory authority, subject to prior inform the other Party.

4. Upon discovery of any unauthorized disclosure of Confidential Information, the receiving Party shall immediately notify it the disclosing Party.

5. Upon termination or expiration of this Agreement, or upon written request of a Party at any time, the other Party will promptly return to the disclosing Party or destroy all documents and other tangible materials containing Confidential Information and all copies thereof within 10 (ten) days of a request for such return or destruction.

8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

1. PROVIDER’S PERFORMANCE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED. PROVIDER MAKES NO WARRANTIES CONCERNING THE OPERATION OR CONDITION OF (1) THE SOFTWARE OR THAT ITS USE WILL BE UNINTERRUPTED, ERROR FREE OR FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, (2) EQUIPMENT OR ANY REPAIR PARTS OR ANY SERVICES PROVIDED BY PROVIDER UNDER THE AGREEMENT; AND HEREBY DISCLAIMS ALL WARRANTIES IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST SAVINGS) EVEN IF CLIENT HAS ADVISED PROVIDER OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.

2. PROVIDER’S ENTIRE LIABILITY TO CLIENT FOR ANY LOSS OR DAMAGES WHATSOEVER ARISING UNDER THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO AN AMOUNT NOT EXCEEDING SIX (6) MONTHS OF THE FEES PAID TO PROVIDER BY CLIENT IN CONNECTION WITH THE PARTICULAR SITES WHERE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURRED. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES EXPRESSLY AGREE THAT THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS OF DAMAGES SET FORTH IN THIS AGREEMENT ARE AGREED TO ALLOCATIONS OF RISK AND A PART OF THE CONSIDERATION FOR PROVIDER’S PERFORMANCE OF THE SERVICES FOR CLIENT AND CLIENT’S PURCHASE OF THE SERVICES AND/OR EQUIPMENT FROM PROVIDER.

3. Nothing in the Agreement shall exclude or limit the liability of either Party for:

   1. death or personal injury caused by negligence;

   2. fraudulent misrepresentation; or

   3. any other liability which is not permitted to exclude or limit as a matter of law in the Territory.

4. The Client shall indemnify the Provider for all liabilities, costs, claims and damages that arise directly or indirectly out of or from the Client’s negligence, willful misconduct and/or breach of its obligations as set out in the Agreement and/or any and all claims relating to intellectual property infringement from any Third Party regarding the Client’s use of the Software in connection with the Services provided that the Client’s use of the Services, the Equipment and the Software is in accordance with the terms of the Agreement.. The Client shall provide, at its own cost, all assistance to enable the Provider to defend any claim, action or proceedings brought against the Provider as a consequence of the breach and will bear all direct costs incurred by the Provider to defend such a claim, action or proceedings as well as all sums due by the Provider in connection therewith.

9. FORCE MAJEURE

1. Subject to the provisions of clause 5.8, neither Party shall be deemed to be in breach of the Agreement or be liable for any delay or non-performance or for the consequences of any delay or non-performance which is due to Force Majeure. For the avoidance of doubt, the Client shall not be relieved of its obligation to pay to the extent that the Services are provided during the Force Majeure event. If either Party is prevented or delayed in the performance of any of its obligations under the Agreement by Force Majeure, such Party shall:

   1. forthwith serve notice in writing on the other Party specifying the nature and extent of the circumstances giving rise to Force Majeure and the measures it is taking to remedy and/or mitigate the effects; and

   2. use reasonable endeavors, without being obliged to incur any expenditure to mitigate the effects of Force Majeure, to bring the Force Majeure to a close.

10. PERSONAL DATA

1. Each Party may process personal information conveyed by the other Party within the course of this Agreement.

2. For the purposes of this clause 10, the meaning of the terms shall be construed as per the applicable definition in the relevant law which may include: (i) EU Regulation 2016/679 (“GDPR”); (ii) US data privacy laws (CCPA, CDPA etc. as applicable); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC, as amended by 2009/136/EC (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and (iv) such other applicable laws and regulations relating to personal data in the Territory; in each case, as updated, amended or replaced from time to time.

3. If the data processing involves an international transfer, and if the data importer is situated outside the EU/EEA in a country for which the EU Commission has not issued an adequacy decision, based on art. 45 of the GDPR, the Parties undertake to observe and apply the provisions of: (i) the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council; and/or (ii) in respect of UK Personal Data, the international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers adopted pursuant to or permitted under the UK GDPR.

4. The data processed by the Parties as independent data controllers consist of the contact details of the Parties’ representatives and employees. The processing occurs for the purpose of performing the contractual obligations undertaken hereunder by the Parties, in particular for the proper communication between the Parties. The legal basis of such Personal Data processing: (i) the conclusion and performance of the contract and (ii) for compliance with a legal obligation (such as accounting and taxation formalities).

5. Personal Data collected comprises first name, last name, job position, professional phone number (fixed line and mobile), professional email, professional postal address of each Party’s employees and representatives and any other similar contact data which identifies an individual.

6. Personal Data is only intended to include the employees and representatives of the recipient Party (subcontractors or technical providers) and is retained to the extent required for the proper performance of that Party’s obligations pursuant to the Agreement.

7. Each Party shall comply with its obligations with regard to personal data under any applicable laws relating to data protection and data privacy in connection with its activities under this Agreement:

   1. Each Party shall fulfil its legal obligations related to their own personal data processing and they shall support each other reasonably to that effect.

   2. Each Party undertakes to respect the rights of the data subject including the right to oppose, access rights, right to correction, rights to erasure if the Personal Data is not necessary for the proper performance of the Agreement, portability rights to a Third Party and the right to make a complaint.

   3. In the event that the employees or representatives of the other Party contact Mood Media by phone, the provisions of the privacy notice available at Privacy Policy shall apply.

   4. Each Party undertakes to transparently inform its representatives and employees regarding the data processing undertaken in the context of this Agreement.

8. Provider expressly reserves the right to collect, use, and disclose data reflecting the access or usage patterns of the Equipment, Software, and Services by or on behalf of the Client and general information about the Client’s computer systems from which the Services are being accessed (for example, system configuration, type of internet connectivity, operating system, browser version), including any statistical or other analysis, information or data based on or derived from any of the foregoing; provided that such data has been anonymized so as to not identify the Client or any employee or representative of the Client. Provider may use such anonymized data for provision of the Services, industry analysis, benchmarking, analytics, marketing and other business purposes, and such anonymized data shall be deemed Confidential Information of Provider.

11. MISCELLANEOUS

1. The Provider may perform any or all of its obligations under the Agreement through agents, subcontractors or a Servicing Supplier, provided that the Provider shall remain liable for the proper performance of the Agreement. Client further acknowledges that Provider is entering into and executing this Agreement on behalf of and as agent for each such Servicing Supplier, that it is the express intent of the Parties hereto to establish privity of contract between Client and each such Servicing Supplier with respect to each Site served by each such Servicing Supplier, and that photocopies of this Agreement provided to each such Servicing Supplier for each such Site shall be deemed for all purposes a counterpart original of this Agreement. In the event a Servicing Supplier has a preexisting contract for a Site in Attachment 1 to the Order Form, then at the option of such Servicing Supplier such contract shall remain in full force and effect until it expires (without giving effect to any automatic renewal clause), but upon such expiration, this Agreement shall immediately take effect.

2. The Provider shall be permitted to assign and/or novate its rights and/or obligations under the Agreement and/or any document entered into pursuant to it, at any time, without the prior written consent of the Client to any holding company or subsidiary of the Provider from time to time (or any subsidiary of such holding company from time to time). Client may not assign this Agreement, in whole or in part, without the prior written consent of Provider, which shall not be unreasonably withheld.

3. References to a Party in the Agreement shall include its successors and permitted assignees.

4. If a dispute arises in the scope of interpretation or performance of the Agreement, the Parties shall endeavor to reach an amicable settlement between the key contacts at each of the Client and the Provider within a period of 60 days following receipt of a notice from one Party to the other. If the issue has not been resolved within the period of 60 days, the matter shall be escalated to the most senior representative involved in managing the Client/Provider relationship for each Party to meet to resolve the issue. If the issue is not resolved at this representative level within the next 30 days, the dispute shall be settled solely and exclusively by binding arbitration in the Location according to the laws of the Governing State, without regard to conflict of laws, and the arbitrator’s judgment on the law of the jurisdiction shall be final and binding. Such arbitration shall be conducted by the American Arbitration Association under its then prevailing Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to the costs of the suit including reasonable attorney’s fees for having to compel arbitration or defend or enforce the award.

5. This Agreement is governed by, and shall be construed in accordance with the law of the Governing State and the courts of the Location shall have the non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation.

6. No variation of this Agreement shall be valid unless it is in writing and signed by both Parties.

7. If any part of the Agreement is found to be invalid due to the application of any law or legal principle then that provision will, to the extent required, be severed from the Agreement and will be ineffective without modifying any other part of the Agreement which will remain in full force and effect.

8. The Parties to this Agreement do not consent to a Third Party enforcing any of its terms. 

9. Neither Party shall during the Term and for a period of 6 months following termination of this Agreement, on its own account or as a representative for another party, solicit or endeavor to entice away from the employment of, employ or negotiate or arrange the employment or engagement by any other person, of any person who, to the knowledge of that Party was an employee of the other Party.

10. The Parties expressly agree that their co-operation shall not under any circumstances constitute an association, commercial company, disclosed or undisclosed partnership/joint venture, agency, or subsidiary between them and may not create any superior-subordinate relationship or representation relationship between the Parties. All notices to be given hereunder shall be given by nationally recognized overnight delivery service or certified mail postage prepaid and shall be deemed given 2 (two) Business Days after posting

11. The Client provides its consent to the Provider to utilize the Client’s name and branding in connection with the marketing of its products and services or any press release concerning the Agreement, public statement or communication undertaken by the Provider from time to time. Client warrants and represents that it is not listed on any sanctioned party or restricted person list maintained by the United States Department of the Treasury, the United States Department of Commerce, or the United States Department of State, and that the Client is not procuring any services or Equipment under this Agreement at the behest of, or for the benefit of, any individual or entity on such a list. Client will not sell, ship, or deploy any Equipment sold hereunder to or through any country subject to trade sanctions, embargoes and/or restrictions under the laws of the United States.

12. No waiver by any Party of any breach or non -fulfilment by any other Party of any provision of the Agreement shall be deemed to be a waiver of any subsequent or other breach of the same or any other term or condition of the Agreement. No failure or delay in exercising any right or remedy under the Agreement shall constitute a waiver of that right or remedy.

13. The Agreement is drafted in the English language. If the Agreement is translated into any other language, English shall prevail.

EXHIBIT B – SERVICING SUPPLIERS

The cities and states outlined below represent the primary territory where each Servicing Supplier of Provider has a principal place of business.

Introduction

1. This License is applicable to Harmony Software, to the extent Equipment or Services purchased by Client on the Order Form include or require the use of Harmony Software. This License is incorporated by reference into the Agreement and supplements the terms and conditions of the Agreement, including, but not limited to, the Terms and Conditions set forth in Exhibit A. The provisions of this License shall supersede and control over any conflicting provision of the Agreement.

2. The Provider is the entire legal and beneficial owner or authorized licensor of the Harmony Software and is solely responsible for the Harmony Software.

1. Definitions and Interpretation

1.1 The below definitions and rules of interpretation in this clause apply in this License, in addition to any other capitalized terms which are defined in the Agreement and which shall apply mutatis mutandis to this License:

“Agreement” means the Core Agreement relating to Equipment and Services entered into between the Client and the Provider to which this License is appended;

“Applicable Law” means all local, state, federal and national laws, statutes, ordinances and regulations applicable to use of the Harmony Software;

“Authorized Users” means those natural persons who are Client employees or agents authorized by Client to access, download, or make any use of the Harmony Software on behalf of Client.

“Mobile Device” means any iOS-based or Android-powered mobile device owned or controlled by Client or any Authorized User.

2. Software

   1. License. Subject to this License and the Agreement, Provider grants to the Client a non-exclusive, non-transferable, non-sublicensable, revocable and limited License to use and to allow its Authorized Users to use the Harmony Software solely to access and use the Services as authorized by the Provider, on any Equipment and to download and use the Harmony Software on any Mobile Device, and only as permitted by the Usage Rules in the App Store Terms of Service (for iOS-based Mobile Devices, the “Usage Rules”).

   2. Restrictions. The Client agrees not to, except as expressly permitted by this License, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works, scrape any text, media or other content from (including through the use of scripts, robots, bots, spiders, scrapers, crawlers, or other automated means), text and data mining of content from (including where collected through the use of robots or other automated data gathering and/or extraction tools) or training any machine learning or AI model using data or content from the Harmony Software, or part thereof (except as and only to the extent any foregoing restriction is prohibited by Applicable Law or to the extent as may be permitted by the Usage Rules or the licensing terms governing use of any open source components included with the Harmony Software). Client may not rent, lease, lend, sell, redistribute, or sublicense the Harmony Software. To the maximum extent permitted by Applicable Law, the Provider has no obligation to provide maintenance and support for the Harmony Software unless such maintenance and support Services are purchased by Client in the Agreement.

   3. Authorized Users. Client agrees it is solely responsible for any and all actions taken by Authorized Users in connection with the Harmony Software or the Services. Client shall ensure all Authorized Users comply with the requirements, restrictions, duties, obligations, and other terms of the License and the Agreement.

   4. Government end-users. The Harmony Software and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through § 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to US Government end users:

      1. Only as Commercial Items; and

      2. With only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

   5. Mobile Devices.

      1. Download and use of the Harmony Software on a Mobile Device requires that the Client or an Authorized User owns or controls the Mobile Device and the Mobile Device is compatible with the Harmony Software. The Client must also have an active subscription to the Services in accordance with the Agreement. The Client acknowledges that the Provider may from time to time issue upgraded or updated versions of the Harmony Software, and may automatically electronically upgrade or update the version of the Harmony Software that is used on the Mobile Device. The Client, on its own behalf and on behalf of each Authorized User, consents to such automatic upgrading or updating on the Mobile Device.

      2. The Provider may collect, use and share technical data and related information about the Mobile Device, system, and application software and peripherals, and the use of the Harmony Software made on the Mobile Device, as provided in the Provider’s Services Privacy Policy .

      3. The Client must comply with any applicable third-party terms of agreement when using the Harmony Software.

      4. The Client represents and warrants that it, and each Authorized User (i) is not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist-supporting" country; and (ii) is not listed on any US Government list of prohibited or restricted parties.

      5. iPhone and iPad are trademarks of Apple, Inc. ("Apple") registered in the U.S. and other countries. Android is a trademark of Google, Inc. ("Google").

      6. Apple. This paragraph applies to iOS-based Mobile Devices. For avoidance of doubt, this License is solely between the Client and the Provider. This License and not Apple’s Licensed Application End User License Agreement applies to this Harmony Software. Apple and its subsidiaries are third party beneficiaries of this section of this License. Apple has the right (and will be deemed to have accepted the right) to enforce this License against the Client as a third-party beneficiary thereof. Apple has no obligation to furnish any maintenance or support for the Harmony Software. If the Harmony Software fails to conform to any applicable warranty, the Client may notify Apple, and Apple will refund to the Client the purchase price (if any) that the Client paid directly to Apple for the Harmony Software. To the maximum extent permitted by Applicable Law, Apple will have no other warranty obligation whatsoever with respect to the Harmony Software. Apple is not liable for and has no responsibility to address any claims by the Client, any Authorized User, or any third party relating to the Harmony Software, the possession and/or use thereof, or the content thereof, including:

         1. Product liability claims;

         2. Any claim that the Harmony Software fails to conform to any applicable legal or regulatory requirement;

         3. Claims arising under consumer protection or similar legislation; and

         4. Any claim that the Harmony Software infringes a third party’s Intellectual Property Rights.

      7. Google. This paragraph applies to Android-powered Mobile Devices. For avoidance of doubt, this License is solely between the Client and the Provider. This License and not the Google Play Terms of Service or the Google Terms of Service applies to the Harmony Software. The use of Google Play by Client and any Authorized User is governed by a separate agreement between Google and the Client or such Authorized User, as applicable.

      8. Developer contact info. The Client shall direct any questions, complaints or claims regarding the Harmony Software to: Mood Media at https://hub.moodmedia.com/harmony.

      9. Location-based services. The Harmony Software allows Client or an Authorized User to enable location services on their Mobile Device. By doing so, Client and the Authorized User consent to the use by the Harmony Software of location and mapping data reported by the Mobile Device to provide location-based services. Neither Provider, nor any of its subsidiaries, affiliates, content providers, or service providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data used or displayed by the Harmony Software or any of the Services. Please see Provider’s Services Privacy Policy for information about how Provider uses and discloses location data.

      10. Mobile communications and push notifications. By downloading and using the Harmony Software to access the Services, Client or an Authorized User agrees to view electronically through the Harmony Software all electronic communications from Provider or Client. When are logged into the Harmony Software, Client or the Authorized User may receive a message asking if they would like to allow push notifications. Push notifications are a way for an application to deliver information, including alerts, sounds and icon badges, to a Mobile Device. Push notifications can be delivered whether or not Client or the Authorized User is are currently logged-in to and/or using the application and whether or not the Mobile Device is in locked and/or in sleep mode. If Client or the Authorized User does not wish for others to view your notifications, they should establish a passcode lock for the Mobile Device, lock it when not in use, and guard the Mobile Device’s screen when it is unlocked. If Client or the Authorized User does not wish to receive push notifications from Provider, click “Don’t Allow” or other similar button when prompted. Push notifications, once allowed, may be turned off at any time through the Mobile Device notifications settings.

3. License Fee and Duration

All Fees in relation to use of the Harmony Software are set out in the Agreement. This License is effective upon the Commencement Date and shall continue until terminated as provided in Section 5 below.

4. Intellectual Property Rights

All intellectual property rights and all other rights in the Harmony Software are owned by Provider or licensed to the Provider. The Client agree that the Harmony Software and its interfaces and layouts contain or consist of proprietary information and material that is protected by intellectual property laws, and that the Client will not use such proprietary information or material in any way except for use of the Harmony Software in compliance with this License. The Provider reserves all rights not expressly granted herein, including but not limited to all text, media, data and content in the Harmony Software and reservation of rights in (i) any Test Data Management file on the origin server including declarations using W3C’s TDM Rights Reservation Protocol, Robots Exclusion Protocol (i.e . Robots.txt), and Spawning’s AI.txt; (ii) header field in HTTP responses, including declarations using W3C community-proposed TDM Header Field and Deviant Art’s “noai” and “noimageai” directives set with an X-Robots-Tag; (iii) embedded into HTML webpage data including declarations using W3C’s TDM Metadata in HTML Content and Deviant Art’s “noai” and “noimageai” directives set with atag; (iv) “No AI” tags associated with SME Materials in relation to the Labels with whom the Provider has entered into agreements.

5. Termination

1. Termination by Provider. This Section 5.1 is in addition to the termination rights of Provider as set forth elsewhere in the Agreement. If an Authorized User or the Client fail, or the Provider suspects that an Authorized User or the Client has failed, to comply with any of the provisions of this License or the Agreement, including but not limited to failure to make any payment due, or infringement or other violation of third party rights, the Provider at its sole discretion, without notice to the Client, the Authorized User or any other Authorized User, may: (i) terminate this License and/or the Agreement, and the Client will remain liable for all amounts due under the Client’s account up to and including the next monthly billing date following the date of termination; and/or (ii) terminate or suspend the right to use the Services, Harmony Software until the failure is remedied; and/or (iii) de-authorize the Equipment or otherwise preclude access to the Services, the Harmony Software, or any part thereof. The Provider may charge the Client a reconnection Fee in the event the Client’s subscription is terminated or suspended as a result of the Client’s failure to pay Fees due under the Agreement, including License Fees, or as a result of breach or violation of any of the provisions of this License by Client or any Authorized User. The Provider may terminate or suspend access by the Client or any Authorized User to the Services and/or Harmony Software if any information provided by or on behalf of Client is false, inaccurate or incomplete, or for any other breach of this License or the Agreement.

2. Reservation of rights and remedy. The Provider reserves the right to modify or discontinue the Services and/or the Harmony Software at any time upon thirty (30) days’ notice to the Client, and the Provider will not be liable to the Client, any Authorized User, or to any third party should the Provider exercise such rights. The Client shall reimburse the Provider for costs and expenses incurred in connection with the Provider’s exercise of its rights under this License, including without limitation the Provider’s costs of collection and reasonable attorneys’ fees.

3. Termination by the Client. The Client may terminate its access to the Harmony Software by terminating the Services in accordance with the terms of the Agreement. The Client or an Authorized User may terminate their use of the Harmony Software at any time by deleting the Harmony Software from their Mobile Device, without terminating this License or the Agreement.

4. Effect of termination. Upon any termination of this License, all rights and licenses granted herein shall automatically terminate, and the Client and each Authorized User must delete all Harmony Software, including Harmony Software downloaded to their Mobile Device. Sections 2.2, 2.3, 2.5.2, 2.5.6, 2.5.7, 3, 4, 5, and 6 shall survive termination of this License or the Agreement.

6. Additional Indemnity

The Provider will defend or settle any third party claim against the Client to the extent that such claim alleges that the Harmony Software violates a copyright, patent, trademark or other Intellectual Property Right registered in the United States if the Client promptly notifies the Provider of the claim in writing, cooperates with the Provider in the defense, and allows the Provider to solely control the defense or settlement of the claim. The Provider will pay infringement claim defense costs the Provider incurs in defending the Client, and settlement amounts the Provider negotiates, as well as court-awarded damages. If such a claim appears likely, then the Provider may modify the Harmony Software, procure the necessary rights, or replace the Harmony Software with a functional equivalent. If the Provider determines that none of these are reasonably available, then the Provider may terminate the Harmony Software and/or the Services and refund any prepaid and unused Fees. The Provider has no obligation for any claim arising from the use of content, technology or aspects not provided by the Provider. THIS SECTION CONTAINS THE CLIENT’S EXCLUSIVE REMEDIES AND THE PROVIDER’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.