Service Agreement

1Parties and definitions

This Service Agreement (the "Agreement") is between RadioPro LLC, a Wyoming limited liability company with its registered office at 30 N Gould St, Suite #42442, Sheridan, WY 82801, USA ("RadioPro", "we", "us"), and the business that subscribes to the Service ("you", the "Subscriber").

By starting a trial, creating an account or paying a Fee, you agree to this Agreement. If you are entering into it for a company, you confirm you are authorised to bind that company. The Service is offered to businesses only and is not intended for personal or household use.

Service

The RadioB2B background music and music video platform, including the web player, mobile applications, scheduler, casting features and management dashboard.

Catalog

The music and video content we make available through the Service from time to time.

Location

A single physical business premises that you have registered in your account.

Zone

An independently controlled audio or video output within a Location, such as a dining room, patio or lobby.

Certificate

The Music License Certificate we issue under section 5.

PRO

A United States performing rights organization, including ASCAP, BMI, SESAC and GMR.

Subscription Term

The annual or monthly period you selected at checkout, and each renewal period.

2The Service

We provide access to the Catalog as a streaming service for use as background music and background visual content at your Locations. The Service includes scheduling, your own recorded announcements, multi-zone control, casting to third-party playback hardware, staff accounts and usage reporting, as described on our website for your plan.

The Service is provided as software and streamed content. We do not supply audio hardware, speakers, screens or network connectivity, and we are not responsible for equipment you use to play the Catalog.

3Licence granted

Subject to your compliance with this Agreement and payment of the applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence, for the duration of your Subscription Term, to:

• publicly perform the Catalog at each registered Location, in the number of Zones covered by your plan;
• receive the Catalog by streaming through the Service, and cache it locally on your devices only to the extent the Service does so automatically for uninterrupted playback; and
• combine the Catalog with your own recorded announcements using the scheduling tools we provide.

All rights in the Catalog not expressly granted here are reserved by us and by the rights holders we license from. This licence is a permission to perform, not a transfer of ownership of any recording or composition.

4Licence restrictions

You may not, and may not permit anyone else to:

• download, copy, retain or export Catalog files outside the Service, or attempt to circumvent any technical protection;
• redistribute, retransmit, broadcast, webcast or make the Catalog available to the public outside your registered Locations;
• use the Catalog at a Location that is not registered, or in more Zones than your plan covers;
• synchronise the Catalog with video, advertising or other productions of your own, or use it as the soundtrack to anything you publish or distribute;
• let customers select individual tracks on demand, or operate the Catalog as a jukebox;
• use the Catalog at ticketed live events, concerts, club nights or festivals where music is a principal draw rather than background;
• resell, sublicense or provide the Service to any third party, including as part of a managed service to other businesses; or
• use the Service unlawfully, or in a way that damages our reputation or that of the rights holders whose work we license.

If you want to do any of the above, contact us. Some uses can be licensed separately.

5Music License Certificate

When your subscription becomes active we issue you a Certificate naming your business and the Locations it covers, carrying a unique identifier and a QR code that resolves to a page on our systems showing whether the Certificate is currently valid.

The Certificate evidences that you hold a current licence from us to perform the Catalog at the Locations named on it. It says nothing about music you obtain from any other source.

You may display and reproduce the Certificate at your Locations and provide copies to any party who asks about your music licensing. You must not alter it, and you must tell us promptly if the details on it become inaccurate. The Certificate ceases to be valid when your subscription ends, and the verification page will show that.

6Performing rights organizations

The Catalog is licensed to us through RadioPRO Ltd, a collective management organisation registered in the United Kingdom under sections 38 and 175 of the Copyright, Designs and Patents Act 1988, on the basis that rights in the works are cleared at source by their rights holders.

We represent that, to the best of our knowledge and on the basis of the rights we have been granted, no work in the Catalog is registered with or represented by ASCAP, BMI, SESAC or GMR, and RadioPRO Ltd holds no reciprocal agreement with any of them. Accordingly, no performing rights royalty is payable to a PRO in respect of your performance of the Catalog through the Service.

If a PRO or any other party contacts you about music performed at your Location through the Service, tell us within ten business days. We will provide written confirmation of your licence and any supporting documentation reasonably required, and section 16 applies.

7Your responsibilities

• Give accurate business and Location details, and keep them current. The Certificate is generated from what you provide.
• Register every Location where the Catalog is performed, and hold a plan that covers the Zones in use.
• Use the Service only through the players and applications we provide or approve.
• Make sure your own announcements do not infringe anyone's rights and comply with applicable advertising law.
• Keep your account credentials secure, and manage the staff accounts you create.

8Free trial

We offer a fourteen day free trial. No payment card is required, and the trial does not convert into a paid subscription automatically. At the end of the trial, access stops unless you choose to subscribe. Trial accounts may receive a provisional Certificate that expires with the trial, and we may limit trial functionality. One trial per business.

9Fees, billing and taxes

Fees are the amounts shown at checkout for your plan, business type and number of Zones, charged in United States dollars. Payment is taken by Stripe, our payment processor. We do not receive or store your full card details.

Annual plans are billed once per Subscription Term in advance. Monthly plans are billed monthly in advance.

Tax. Fees are exclusive of tax. We supply the Service from the United States and are not registered for value added tax in the United Kingdom or the European Union, so we do not charge VAT and our invoices do not show a VAT amount. Where you are a business in a country that operates VAT, GST or a similar tax, you are responsible for accounting for any tax due on this supply in your own country, normally under the reverse charge, and for giving us a valid tax registration number for your country where one is required. You remain responsible for any sales, use or similar taxes that apply to you.

We may change our Fees. Any change takes effect at your next renewal and we will tell you by email at least thirty days before that renewal date. If you do not accept the new Fee, you may cancel under section 10 before the renewal takes effect.

If a payment fails, we may retry it and may suspend the Service, including the validity of your Certificate, until payment is received.

10Renewal and cancellation

You may cancel at any time from the subscription page of your account at members.radiob2b.com, or by emailing [email protected]. Cancellation is effective at the end of the Subscription Term you have already paid for.

You keep full access to the Service, and your Certificate remains valid, until the end of that term. After it ends, access stops, the Certificate expires and the verification page will show it as no longer current. You must stop performing the Catalog at that point.

11Refunds

Because cancellation takes effect at the end of a term you have already paid for, we do not refund the unused part of a term. We will refund you where we are required to by law, where we have charged you in error, or where we withdraw the Service during a term you have paid for, in which case we refund the unused part on a pro rata basis.

12Availability and changes

We aim to keep the Service available continuously and the player is designed to keep playing through short network interruptions using cached content. We do not guarantee uninterrupted or error free operation, and we may carry out maintenance, preferably outside typical business hours.

The Catalog changes over time as we add stations and as titles are added or withdrawn by rights holders. We may change or remove content, stations and features, provided we do not materially reduce the overall usefulness of the Service during a term you have paid for.

13Accounts and staff access

You are responsible for everything done through your account. Keep credentials confidential and tell us promptly if you suspect unauthorised use. Where your plan includes staff accounts, you are responsible for the people you give access to and for removing access when they leave. Credentials are for your business and must not be shared with other businesses.

14Suspension and termination

We may suspend or terminate the Service if you materially breach this Agreement, if a payment is not made, or if we are required to by law or by a rights holder. Except where the breach is serious or unlawful, or where we are compelled to act immediately, we will give you notice and a reasonable opportunity to put things right first.

You may terminate at any time under section 10. On termination for any reason, the licence in section 3 ends, you must stop performing the Catalog, and your Certificate ceases to be valid. Sections 15 to 20 survive termination.

15Warranties and disclaimers

We warrant that we hold the rights necessary to grant you the licence in section 3, and that the Service will be provided with reasonable skill and care.

Except as expressly stated in this Agreement, and to the fullest extent permitted by law, the Service and the Catalog are provided "as is". We disclaim all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet every requirement of your business or that any particular station or title will remain available.

16Our defence of PRO claims

We will defend you against any claim brought by a PRO or by a copyright owner alleging that your performance of the Catalog at a registered Location, through the Service and in accordance with this Agreement, infringes copyright or requires the payment of a public performance royalty. We will pay damages finally awarded against you on such a claim, and any settlement we have approved in writing.

This is conditional on you:

• notifying us in writing within ten business days of receiving the claim;
• letting us take sole control of the defence and any settlement negotiations;
• giving us reasonable cooperation and information; and
• not admitting liability or settling without our written consent.

This section does not apply to any claim arising from music that did not come through the Service, from use outside the scope of this Agreement, from your own announcements, from Locations you did not register, or from your continued use of content after we have asked you in writing to stop using it.

This section states our entire obligation, and your exclusive remedy, in respect of third party claims of that kind.

17Your indemnity to us

You will indemnify us against claims, damages and reasonable costs arising from your breach of this Agreement, your own announcements or other content you upload, your use of the Service outside the licence granted, or music you perform at your Location that did not come through the Service.

18Limitation of liability

Neither party excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.

Subject to that, and to the fullest extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill or loss of data, even if advised of the possibility; and
• our total aggregate liability arising out of or in connection with this Agreement is limited to the greater of the Fees you paid us in the twelve months before the event giving rise to the claim, or one thousand United States dollars.

19Governing law and disputes

This Agreement is governed by the laws of the State of Wyoming, USA, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will try in good faith to resolve any dispute informally first. Either party may raise a dispute by writing to [email protected], and the parties will have thirty days to resolve it before starting proceedings.

If that fails, the state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction, and both parties consent to venue there.

Regional agreements. RadioPro LLC operates every RadioB2B regional store and is your contracting party wherever your Locations are. There is no separate regional company. This Agreement covers Locations in the United States. If your Locations are elsewhere, the agreement published for that region applies to them instead: the United Kingdom at radiob2b.co.uk, Europe at radiob2b.eu, and all other territories at radiob2b.net.

Those regional agreements are the same service from the same company. They differ in currency, in the local support arrangements available to you, and in the terms local law requires. Because we contract from the United States, nothing in this Agreement overrides a right you have under the mandatory law of your own country that cannot be contracted out of.

If your Locations span more than one region, each Location is covered by the agreement for the region it sits in, and you will hold a separate subscription in each. This Agreement licenses music, and grants the defence in section 16, only at Locations in the United States. Equivalent protection at a Location elsewhere comes from that region's agreement.

20General

Entire agreement. This Agreement, together with the plan details shown at checkout, is the entire agreement between us about the Service and replaces any earlier understanding. Our Terms of Use govern the website itself, and our Privacy Policy governs personal information. Where this Agreement and the Terms of Use conflict about the Service, this Agreement prevails.

Changes. We may amend this Agreement. For changes that materially affect your rights, we will give at least thirty days' notice by email, and the change takes effect at your next renewal. If you do not accept it, you may cancel before it takes effect.

Assignment. You may not assign this Agreement without our written consent, which we will not unreasonably withhold, except to a successor of your business. We may assign it to an affiliate or to a successor of our business.

Publicity. We will not use your name or logo publicly without your prior written consent.

Severability and waiver. If a provision is held unenforceable, the rest remains in force and the provision is treated as modified to the minimum extent necessary. A delay in enforcing a right is not a waiver of it.

Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, other than the obligation to pay Fees due.

Language. This Agreement is written in English. If we provide a translation and there is a conflict, the English version controls.

Notices. We send notices to the email on your account. You send notices to [email protected] or to RadioPro LLC, 30 N Gould St, Suite #42442, Sheridan, WY 82801, USA.

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