HookSounds In-Store Music Terms of Service (“Agreement”)

1 Parties

1.1 HookSounds (Almirante Harwood 6169, Montevideo, Uruguay) is a music streaming platform specifically developed for playing music in business establishments.

1.2 These terms and conditions (the “Agreement”) apply to your use of HookSounds, and by clicking “I agree” or otherwise signifying your acceptance of this Agreement or by using HookSounds you are agreeing to be legally bound by this Agreement, the General Terms and Conditions, the Cookie Policy, and the Privacy Policy, all of which are available on the HookSounds website and incorporated herein by reference. You warrant that you are of legal age and are authorized to enter into this Agreement. If you are accessing or using HookSounds in connection with your employment, you hereby represent to us that you are authorized to and hereby do bind your company/employer to this Agreement, and any references herein to “you” and “your” will refer to both you and your company/employer, as applicable.

2 Introduction and background

2.1 HookSounds is a technical software solution for in-store streaming of music, including curated channels and playlists.

2.2 HookSounds includes a large number of music pieces and sounds, together with related album artwork or other visual content (collectively the “Music Pieces”).

3. Grant of rights

3.1 Subject to payment of the applicable fees, you are hereby granted a limited, non-exclusive right to make use of HookSounds, within your business establishment during the term of this Agreement.

3.2 You have no right to use the Music Pieces for any other purposes than usingHookSounds for in-store streaming as explicitly allowed under this Agreement. This means that you may not copy, rent, sell, reproduce, publish, republish, post, broadcast, frame or transmit HookSounds or the Music Pieces (or any part of them), or authorize or assist anyone else in doing so other than as otherwise explicitly permitted under the terms of this Agreement, nor may you reproduce or “rip” the Music Pieces. Except as may be permitted under mandatory law you may further not reverse-engineer, decompile, disassemble, modify, or create derivative works based on HookSounds.

4 Payment

4.1 For the rights granted herein you will be charged a subscription fee at the beginning of each Subscription Period (as defined below), in the amount stated in the subscription section in the HookSounds website.

4.2 If you have provided a VAT number and applied a VAT reverse charge on a purchase, and this aforementioned VAT number is invalid or non-applicable, HookSounds has the right to credit you any affected subscription fees paid and issue a new invoice with a correct VAT charge, for which you will be obliged to pay.

4.3 HookSounds may change the subscription fee for HookSounds from time to time and will communicate any such changes to you in advance. Price changes will take effect at the start of the Subscription Period following the date of the change. If you do not accept the price change, you may terminate your subscription at any time prior to such price change.

5 Term and termination

5.1 This Agreement shall enter into force upon you accepting these terms and conditions and will be automatically prolonged for periods of thirty (30) days (each 30-day period constitute a “Subscription Period”) until terminated either by you or by HookSounds prior to the end of the then-current Subscription Period.

5.2 HookSounds has the right to terminate the subscription and this Agreement and to suspend your access to HookSounds at any time in the event of your actual or suspected unauthorised use of HookSounds and/or the Music Pieces or other non-compliance with the provisions set forth in this Agreement.

5.3 In the event that you terminate this Agreement, or if HookSounds terminates the Agreement or suspends your access to HookSounds in accordance with this Agreement, you agree that HookSounds will have no liability or responsibility to you and that HookSounds will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. HookSounds may further at any time and for any reasons discontinue providing HookSounds, but will in such case refund you pro-rata for any prepaid fees that relate to any part of your then-current Subscription Period after such discontinuation.

5.4 After the termination of this Agreement has taken effect, you are no longer entitled to use and access HookSounds.

6 Intellectual property rights

6.1 Neither party is granted any right or interest in or to the trademarks, brands or trade names of the other party. Neither party may use the other party’s trademarks, brands or trade names without the prior written consent of the other party.

6.2 You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to HookSounds or any Music Pieces, and HookSounds and the Music Pieces are the sole property of HookSounds.

7 Collecting societies and the Music Pieces

7.1 HookSounds warrants that none of the Music Pieces are administered by any collecting society by way of membership of a collecting society.

7.2 Unlike many other services, payments to collecting societies are thus not generally required for your use of HookSounds. However, in certain jurisdictions copyright, public performance rights, neighboring rights and/or other similar and/or related rights are mandatorily handled by collecting societies and/or similar organizations, granting them a right to collect fees despite such organizations having no rights in the Music Pieces. In any instances where fees are due to collecting societies or similar organizations, you are solely responsible for such payments and HookSounds will have no responsibilities in this respect. If you are approached with any claims from collecting societies relating to the use of the service, please notify HookSounds so that we can discuss how you should best respond to the claim/request.

8 Liability

8.1 Subject to the liability limitations set forth below, each of the parties will be liable for any direct damages incurred by the non-breaching party as a result of the breaching party’s breach and/or failure to perform its obligations under the Agreement.

8.2 Except as noted below, neither party will be liable to the other party for any special, indirect, incidental, consequential or exemplary damage, including, but not limited to, lost profits.

8.3 The above limitations of liability will not apply with respect to damage occasioned by fraud, wilful misconduct, or gross negligence of a party.

8.4 In no case will HookSounds be liable to you for damages that correspond to a higher value than all subscription fee amounts received by HookSounds from you under this agreement during the prior twelve months in question, to the extent permissible by applicable law.

8.5 If HookSounds receives information about an infringement or misappropriation claim related to HookSounds, we may in our sole discretion and at no cost to you choose to either (i) modify HookSounds so that it is no longer claimed to infringe or misappropriate, (ii) obtain a licence for your continued use of HookSounds in accordance with this Agreement, or (iii) terminate your subscription upon 10 days’ written notice and refund you any prepaid fees covering the remainder of the Subscription Period of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a claim arises from your use of HookSounds in violation of this Agreement.

9 DISCLAIMERS

9.1 YOU ACKNOWLEDGE AND AGREE THAT HOOKSOUNDS IS PROVIDED ”AS IS” AND HOOKSOUNDS DISCLAIM ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO (A) IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (B) WARRANTIES AS TO THE QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, TECHNOLOGY AND/OR CONTENT PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LIMITATIONS ON USER ACCESS TO OR USE OF CONTENT; AND (C) WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS, TECHNOLOGY AND/OR NETWORKS.

10 Assignment

10.1 You may not wholly or partially assign or pledge any of your rights and/or obligations under this Agreement without HookSounds’s prior written consent. HookSounds may transfer this Agreement and/or wholly or partially assign or pledge any of its rights and/or obligations under this Agreement to any third party provided that such third party agrees to be bound to this Agreement.

11 Severability

11.1 If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect under applicable mandatory law, the validity, legality and enforceability of the remaining provisions will not be affected. Such severed provisions shall be revised only to the extent necessary to make them enforceable.

12 Amendments

12.1 HookSounds may occasionally make changes to HookSounds, this Agreement, and all other documents that are part of this Agreement in its discretion. When making major changes you will be provided with prominent notice as appropriate under the circumstances. By continuing to use HookSounds after such changes are made, you accept the changes. Please therefore make sure you read any such notice carefully. If you do not agree to the changes made, you may terminate your subscription in accordance with the applicable termination provisions.

13 Applicable law

13.1 This Agreement shall be governed by and construed in accordance with the laws of Uruguay, without regard its principles of conflicts of law.

14 Dispute resolution

14.1 Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be finally settled by a public court in Uruguay.

Last updated on: 2021-02-19

If you have any questions about this Agreement, please contact us.