Please review these Terms of Service (the “Terms”) carefully. These Terms and any accompanying or future order form, or similar agreement you enter into with PlayNetwork (each, an “Order” and, together with these Terms, the “Agreement”) govern your access to and the use of the Services (as defined below), provided to you (“You” or  “Customer”) by PlayNetwork, Inc. (“PlayNetwork” or “we” or “us”).  By signing the Order, or by using the Services set forth in such Order you consent to be bound by the terms and conditions of this Agreement. This Agreement is between You and PlayNetwork concerning Your use of (including any access to) PlayNetwork’s core music services (the “Services,” as further described below).  As part of the Services, PlayNetwork will make available to Customer a library of Available Content (as defined in Section 8) for use by Customer via a media player (“Player”), as such Player is set forth in the Order.

By Signing the Order and using the Services, you represent and warrant that you have the legal authority to bind such Customer to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Customer.

1. Information Submitted Through the Services. Customer’s submission of information through the Services is governed by PlayNetwork’s Privacy Policy, located at https://www.playnetwork.com/privacy-policy/, as PlayNetwork may update from time-to-time (the “Privacy Policy”). Customer represents and warrants that any information Customer provides in connection with the Services is and will remain accurate and complete, and that Customer will maintain and update such information as needed.
2. Services.  During the Subscription Term, and subject to the terms and conditions of this Agreement, PlayNetwork will make available to Customer as part of the Services a business-focused music service enabling Customer to play curated mixes and playlists from a library of Available Content accessible to Customer through the Player, and such other services that PlayNetwork expressly agrees to provide to Customer under this Agreement.  The Services will be made available at the designated Customer site(s) (each such site, a “Customer Location”), with the possibility of different Available Content being accessed within independent zones located within a Customer Location (each, a “Zone”), provided that each Player shall be deemed to cover a separate Zone.  The Order will set forth the initial period of time which Customer is permitted to use the Services (“Initial Term”).  The Initial Term shall start as of the Commencement Date set forth in the Order.  Unless a shorter renewal period is forth in the Order, and Subject to Sections 17 and 18 below, the Services will automatically renew for additional twelve (12) month terms (each, a “Renewal Term” and collectively with the Initial Term, the “Subscription Term”).
3. PlayNetwork Player; Usage and Restrictions.
   1. Media Player; Warranty. To the extent specified in an Order, and subject to Section 18 below, PlayNetwork agrees to sell to Customer one Player per Zone. To the extent a Player is made available to Customer, Customer shall exercise a reasonable standard of care with respect to protecting and maintaining such Player against damage, peril and theft, including protection against water, moisture and/or impact damage at each Customer Location. Customer agrees to comply with all laws and regulations applicable to each Customer Location. Customer acknowledges and agrees that Customer is responsible for ensuring that each Player and other equipment purchased, leased or received from PlayNetwork is maintained such that it meets its intended purposes, including by complying with the Customer obligations set out in this Agreement. Unless the parties agree to alternative acceptance criteria in writing, Customer will be deemed to have fully accepted such Player and any other equipment upon delivery. For the one (1) year period following shipment of each Player to Customer (the “Warranty Period”), and subject to Customer’s compliance with its obligations under this Agreement, PlayNetwork warrants to Customer that each such Player as shipped to Customer during the Term and used by Customer in accordance with the terms of this Agreement will be free from material defects in materials and/or workmanship during the Warranty Period (the “Warranty”). Subject to the foregoing, during the Warranty Period, PlayNetwork shall maintain and service each Player at no additional charge to Customer (including any shipping charges for replacement Players, parts or products related thereto), provided that the Warranty shall not apply to maintenance and service required as a direct or indirect result of the improper or out of the ordinary use of the Player, including Customer’s breach of any of the warranties in this Agreement, or (b) caused or contributed to by accident, abuse, neglect of a person other than PlayNetwork (whether by Customer or a third party), vandalism, a force majeure event (as defined in Section 19), use of the Player or Software contrary to any instruction by PlayNetwork, or repair or modification of the Player  or Software by a person other than the PlayNetwork, which, in all cases, such maintenance and service will be completed by PlayNetwork at Customer’s sole cost. During the Warranty Period, Players determined by PlayNetwork to be defective, and that are covered by the Warranty, will be either repaired or replaced in PlayNetwork’s sole discretion. Any replacement Players, parts or products provided by PlayNetwork pursuant to the Warranty are included for the remainder of the original Warranty Period associated with the replaced or repaired Player. If PlayNetwork ships a replacement Player to Customer in accordance with the terms of this Agreement, PlayNetwork may, at Customer’s election, invoice Customer for such replacement Player (but not the shipping charges related thereto); however, Customer may receive credit for the amount of such invoice by returning the applicable replaced Player to PlayNetwork’s return center (at PlayNetwork’s expense) within thirty (30) days after shipment of such replacement Player to Customer, provided that Customer will be responsible for any shipping charges after the third failure to accept delivery of such replacement Player, including a missed carrier pick-up. It is Customer’s responsibility to promptly notify PlayNetwork if there is, or if Customer suspects that there may be, a defect in material or workmanship in any Player, and PlayNetwork must receive notice of all such defects before expiration of the Warranty Period. After the Warranty Period for each Player expires, repair or replacement of any Player, part or product may still be performed by PlayNetwork, provided that Customer shall be responsible for the costs (including maintenance, service and/or shipping charges) associated with such repair or replacement, even if such repair or replacement is required in order for Customer to receive the benefit of the Services hereunder. If Customer requests that PlayNetwork arrange an on-site installation or service visit related to a Player located at any Customer Location, Customer agrees to pay the cost of any such visit, even if such a visit is merely diagnostic in nature or occurs during the Warranty Period. Customer agrees not to ship a Player to PlayNetwork without first contacting PlayNetwork’s customer service department using the most recent contact information for such department provided by PlayNetwork to Customer. The Warranty in this Section 3(a) is the sole and exclusive warranty provided to Customer by PlayNetwork in connection with the Player(s).
   2. Software. The software used by PlayNetwork to provide the Services, including the software residing on the Player ( “Software”) is protected by proprietary rights and laws, including United States and international copyright laws and treaties.  The Software is licensed, not sold, to Customer (and its permitted end users), solely for use during the Subscription Term, and subject to the terms of this Agreement.  Except for the limited license set forth in Section 3(c) below, as between Customer and PlayNetwork, PlayNetwork and its licensors own all right, title and interest in and to the Software including any intellectual property rights thereto or embodied therein.  All rights not expressly granted to Customer hereunder are reserved by PlayNetwork and its licensors.
   3. Limited License. Subject to payment of all applicable fees, and the terms and conditions set forth in this Agreement, PlayNetwork hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable and limited license to use the Software on the Players for the sole purpose of receiving Services at Customer Locations as contemplated in this Agreement.
   4. Restrictions. Customer agrees that the following restrictions apply to its use of the Software: (i) Customer shall not remove, obscure or alter any copyright or other proprietary notices contained on or in the Player, and (ii) except as expressly provided in this Agreement, Customer shall not: (A) reproduce, modify, adapt, translate, create derivative works of, sublease, lease, assign, sell, resell, loan, timeshare, license, re-license, sublicense, distribute, rent, export, re-export, permit concurrent use of or otherwise exploit the Software, or grant any other rights in or to the Software to a person or entity, except as expressly authorized herein, without PlayNetwork’s prior written consent; (B) provide or permit use of the Software by a third party, including as part of Customer’s provision of a computer service business, third-party outsourcing facility or service, or rental arrangement; (C) reverse engineer, decompile, merge or disassemble any part of the Software, or authorize any third party to do so, except where such restriction is expressly prohibited by applicable law; (D) otherwise use or permit the use of the Software other than in accordance with the terms and conditions of this Agreement; (E) use or permit the use of the Software at any location other than a Customer Location; or (F) use or permit the use of the Software at any locations outside of the United States or Canada.
   5. Software Usage Data. PlayNetwork may (but has no obligation to) monitor, review, evaluate and analyze any access to or use of the Software by Customer and its employees, and may collect, store, review, evaluate and analyze any usage data resulting from such use. Any such usage data shall constitute PlayNetwork’s Confidential Information. PlayNetwork may disclose information regarding access to and use of the Software by Customer and its employees, and the circumstances surrounding such access and use, in accordance with the Privacy Policy.
4. Customer’s Use and Obligations. Customer shall, at all times, comply with those obligations set forth as belonging to Customer in this Agreement and such additional obligations as PlayNetwork may provide notice to Customer from time to time in connection with Customer’s receipt of the Services hereunder, provided that such additional obligations do not have a materially adverse effect on the rights and obligations of Customer hereunder. Customer shall be responsible for (a) its selection of digital sound recordings from the Available Content made available through the Player, including ensuring that such content is appropriate for the needs and sensitivities of Customer’s business and Customer Locations; and (b) obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services, including (1) providing and maintaining a secure Internet connection service at Customer Locations, (2) configuring Customer’s network to allow connectivity and bandwidth allocation between the PlayNetwork servers and the Software in connection with each Customer Location, (3) the provision of any equipment necessary to utilize the Services, and (4) all costs associated with the foregoing. Customer acknowledges that, in order to receive the Services, Customer must have (u) an active PlayNetwork account in good standing; (v) a computer with web browsing capability by which to activate the PlayNetwork account;(w)  a Player from PlayNetwork (unless otherwise forth in an Order); (x) broadband Internet access; and (y) a sound system including one or more amplifiers with an RCA input. Without limiting any other provision of this Agreement, Customer acknowledges that, to the extent Customer fails to comply with the obligations set out in this Section 4, PlayNetwork may be unable to provide, and Customer may be unable to receive, the Services hereunder.
5. Payments and Fees. Customer will be charged, and agrees to pay, those fees set forth on an Order, including those recurring fees for the Services and any equipment provided under an Order (including Players) and such other fees as may be payable by You to PlayNetwork from time-to-time as set forth in an Order (collectively, the “Service Fees”) and, Customer shall pay for all expenses related to shipping Players unless otherwise set forth herein or on an Order. All equipment fees, as well as any related set-up fees that may be set forth in an Order, shall be invoiced in arrears following the delivery of such Players. Subject to Section 3(a), You agree to pay for expenses related to shipping Players, equipment and materials related to the Services, and any other equipment we may provide to You pursuant to an Order, which expenses will be invoiced by PlayNetwork from time to time including any applicable duties, tariffs or other similar charges. PlayNetwork retains the right to increase Service Fees during the Subscription Term if We experience an increase in third party hardware and/or licensing costs, including in connection with master, performance, or publishing rights. All late payments shall bear interest at the lesser of the rate of one and one half percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. In addition, You shall pay to PlayNetwork all costs of collection, including collection agency and attorneys’ fees, incurred by Us.  For the avoidance of doubt, Customer’s Subscription Term will continue and automatically renew on a recurring basis unless and until this Agreement is terminated in accordance with Section 18 hereunder.  
   1. Payment Terms. All Service Fees and any other payments owed by Customer to PlayNetwork are due and payable in U.S. Dollars unless other such currency is expressly set stated in an Order and are payable by corporate purchasing card (i.e., P-Card), credit card or ACH payment (“Payment Method”). Customer is responsible for providing complete and accurate billing and contact information to PlayNetwork and notifying PlayNetwork of any changes to such information. In the event Customer provides a credit card (or corporate purchasing card) as the Payment Method for an Order, Customer authorizes PlayNetwork to charge Customer’s Payment Method for all payable Service Fees. In the event of a failed attempt to charge Customer’s Payment Method (e.g., if Customer’s Payment Method has expired or is invalid or deactivated), PlayNetwork reserves the right to retry charging such Payment Method. If PlayNetwork remains unable to successfully charge the provided Payment Method or such Payment Method otherwise fails, PlayNetwork retains the right to suspend or cancel Customer’s access to the Services. If Customer updates its Payment Method (“Alternative Payment Method”), Customer hereby authorizes PlayNetwork to charge such Alternative Payment Method for all payable Service Fees, and PlayNetwork will automatically resume charging Customer for Customer’s subscription to the Services and other Service Fees set forth in the applicable Orders. Customer is solely responsible for any and all fees charged to Customer’s Payment Method or Alternative Payment Method. PlayNetwork reserves the right to pursue any amounts Customer fails to pay in connection with Customer’s subscription, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys’ fees and court costs.
   2. Recurring Billing. Service Fees associated with each Customer Location shall be due and payable for the duration of the Subscription Term as of the Commencement Date for such Services, whether such Services are utilized by You or not as of the applicable Commencement Date. 
6. Taxes.  All sums payable under this Agreement shall be paid free of all deductions, withholdings, set-offs or counterclaims unless a deduction or withholding is required by law.  If any withholding or deduction for or on account of tax (“Withholding Tax“) is required by law from any payment by Customer, it shall pay such additional amount as shall be required to ensure that the net amount received and retained by the Company under this Agreement will (after such Withholding Tax) equal the full amount that would have been received and retained by it had no such deduction or withholding been required to be made. In the event that Customer is required by applicable law to apply Withholding Tax to any payments to the Company hereunder, then Customer shall (i) provide evidence reasonably satisfactory to the Company that such Withholding Tax have been deducted or withheld and paid to the relevant tax authority; and (ii) provide to Company a tax certificate evidencing such Withholding Taxes issued by Customer or the relevant tax authority as necessary and in accordance with the provisions of local law and any other documentation as may reasonably be requested by the Company to enable it to recover such Withholding Tax; and (iii) to the extent required under relevant law ensure that any Withholding Taxes are reflected to the credit of the Company in the records of the relevant tax authority.  All sums stated under this agreement are exclusive of applicable VAT which shall be payable in addition to the sum stated at the same time as payment is due for such sums or, if later, on receipt of a valid VAT invoice (where one is required by law or in order to allow the paying party to obtain recovery of such Sales Tax). As used herein, “VAT” means in relation to any jurisdiction value added tax, goods and services tax, sales tax, use tax, consumption tax, turnover tax or any similar indirect tax including any surcharge, charge, levy, interest, fee, penalty related or in addition thereto. Customer shall be solely responsible for payment of all other applicable taxes resulting from the transactions contemplated by this Agreement, other than taxes based on the income, profits or gains of Company in the Territory. In addition to any other indemnification obligations set forth herein, Customer shall indemnify, defend, and hold Company, its officers, directors, and employees harmless from and against any and all claims and liabilities in respect of such taxes (including any interest, penalties, fines, levies, charges or surcharges related thereto) or arising from or related to the Customer’s failure to deduct, withhold, report or pay such taxes any Withholding Taxes.
7. Licensing.  Subject to the terms and conditions of this Agreement, including with respect to Customer’s use of the Services and the Player, and Customer’s compliance with each of its obligations hereunder, as between PlayNetwork and Customer, PlayNetwork shall arrange for and pay the relevant rights owners for such rights as are necessary for the production and supply of the Available Content by PlayNetwork to Customer, other than with respect to the licenses or rights to publicly perform the Available Content outside the United States and Canada, which shall be the responsibility of Customer, provided that Customer and/or the Customer Locations do not (i) charge direct or indirect admission, cover, minimum or similar fees in connection with the Services, (ii) utilize the Services as an accompaniment to live entertainment, (iii) synchronize images with music in relation to the Services, or (iv) otherwise use the Services in violation of the terms of this Agreement.  Except as expressly set forth above, Customer shall be solely responsible for any royalties or other payments arising from Customer’s performance of Available Content (or other content), or from any use of Available Content not expressly authorized hereunder.  Customer shall use the Player and Software solely to receive the Services at the Customer Locations during the Subscription Term and shall not amplify, perform, transmit or retransmit the broadcast of Available Content so as to be audible outside any such Customer Locations, provided that ordinary patio or other outdoor speaker usage is permissible within such Customer Locations; or transmit Available Content outside any such premises.  Customer shall not, without the prior written consent of PlayNetwork, (i) use Available Content in conjunction with any advertising or commercial message or entertainment or other public event at a Customer Location for which Customer or any other person receives consideration of any kind, (ii) state or suggest, directly or indirectly, that any performer or artist featured in any Available Content endorses or supports PlayNetwork or its products or services, or (iii) perform, transmit, retransmit, alter, record or reproduce (or permit the transmission, retransmission, alteration, recording or reproduction of) any Available Content other than as expressly permitted under this Agreement.  In addition, and without limiting the foregoing, to the extent that Customer uses any Available Content that contains explicit content, Customer assumes responsibility for its use of such Available Content and hereby releases PlayNetwork from any and all claims or liability relating to explicit lyrics, Available Content, topics, themes and innuendo included within the Services that may be objectionable to Customer, Customer’s employees and/or Customer’s customers or patrons. 
8. Intellectual Property Rights. Customer acknowledges that Available Content is protected by copyright laws, and that PlayNetwork and/or its licensors owns all right, title and interest in and to the works that are included in the Available Content. The items of content made available through the Services as Available Content are subject to change and specific items may be withdrawn by PlayNetwork, PlayNetwork’s licensors, or other content owners at any time without notice. Customer further acknowledges that, as between PlayNetwork and Customer, PlayNetwork owns all right, title and interest in the programming of the song selections (g., “compilations” or “playlists”), made available through or in connection with the Services (“Playlists”), including any such Playlists compiled by, on behalf of or with input from Customer, and that the copyrights in such Playlists are owned exclusively by PlayNetwork and/or one or more of its licensors.  Customer hereby assigns to PlayNetwork any rights that that Customer may have in any Available Content, including Playlists. “Available Content” means any music, messaging, video, text and other content that is owned or validly licensed to PlayNetwork and/or its licensors or business partners and made available by PlayNetwork to Customer in connection with the Services or pursuant to the terms and conditions of this Agreement, including all Playlists.  PlayNetwork’s trade names, trademarks and service marks include “PLAYNETWORK.” All trade names, trademarks, service marks and logos on the Player that are not owned by us are the property of their respective owners. Customer may not use PlayNetwork’s trade names, trademarks, service marks or logos in connection with any product or service that is not PlayNetwork’s, or in any manner that is likely to cause confusion. Nothing contained on the Player should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
9. Indemnification. Customer shall indemnify, defend and hold PlayNetwork, its affiliates, and its and their officers, directors, agents, representatives, contractors, licensors, suppliers and employees harmless from and against any and all damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and costs) incurred or suffered by PlayNetwork resulting from any suit, claim, demand, investigation, proceeding or action by any third party arising out of or relating to (i) any breach or violation by Customer of the terms of this Agreement, including Customer’s representations, warranties, agreements or covenants contained herein; or (ii) any allegation that use of any Available Content in a manner not authorized under the terms of this Agreement (including the modification of Available Content or its combination with Customer Content or other materials), directly or indirectly infringes, violates or misappropriates a third party’s rights.
10. Confidential Information. Customer shall hold in strict confidence all proprietary or confidential information of PlayNetwork or relating to the Services (including the Software and Players) or the relationship of the parties contemplated by this Agreement, including the terms and conditions of this Agreement and the performance by the parties of their respective obligations hereunder (collectively, “Confidential Information”).  Notwithstanding the foregoing, “Confidential Information” shall not include information that Customer can document is generally available to the public (other than through breach of this Agreement or a third party legal obligation) or was already lawfully in Customer’s possession at the time of receipt of such information from PlayNetwork. In addition, Customer may disclose Confidential Information if Customer is advised by its counsel that such disclosure must be made by Customer in order that Customer not commit a violation of any applicable law or regulation, provided that Customer has promptly notified PlayNetwork of such requirement or court order, has used its best efforts to limit such disclosure and to obtain confidential treatment or a protective order for such Confidential Information, and has allowed PlayNetwork to participate in any related proceeding(s).  Customer shall not use any Confidential Information, except to the extent Customer reasonably determines is necessary in connection with the performance of its obligations hereunder. Except as provided in the immediately preceding sentence, Customer shall not directly or indirectly copy, reproduce, use, publish, disseminate, misuse, misappropriate, sell, assign, or otherwise transfer or disclose to any person any Confidential Information.
11. Feedback. Customer hereby grants to PlayNetwork an unlimited, irrevocable, perpetual, transferable, sublicensable (through multiple tiers), non-exclusive, royalty-free and worldwide license to use and/or incorporate into PlayNetwork’s products and services or otherwise exploit any feedback, suggestions and/or recommendations provided to PlayNetwork by Customer regarding the Services and/or Player.
12. Compliance with Laws. Customer agrees to comply with all laws and regulations applicable to each Customer Location and its use of the Services. 
13. Notices, Information or Complaints. Notices to Customer (including notices of changes to this Agreement) may be made via e-mail or regular mail to email or physical address for Customer set forth on the Order, or other such address as provided by Customer to PlayNetwork in writing. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If You have a question or complaint, please send an e-mail to contractmanager@playnetwork.com. You may also contact us by writing to PlayNetwork, Inc. at 850 Third Avenue, New York, NY 10022. Please note that e-mail communications will not necessarily be secure; accordingly, You should not include credit card or payment method information or other sensitive information in Your e-mail correspondence with PlayNetwork.
14. Waiver; Severability. The failure of either of party to enforce any provision of this Agreement or to exercise any right or remedy hereunder shall not be considered to be a waiver of any such right or remedy or of any subsequent breach of this Agreement.  No provision of this Agreement may be waived except by written agreement of each party.  If any provision of this Agreement violates any law or becomes unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer in violation of law or unenforceable and the remaining provisions of this Agreement shall remain binding on the parties.
15. Disclaimer of Representations and Warranties. EXCEPTS AS MAY BE EXPRESSLY SET FORTH HEREIN, PLAYNETWORK AND ITs affiliates, and its and their officers, directors, agents, representatives, contractors, licensors, suppliers and employees  (collectively, THE “PLAYNETWORK AFFILIATED PARTIES”) EXPRESSLY DISCLAIM AND EXCLUDE ALL OTHER REPRESENTATIONS AND WARRANTIES RELATED TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.  PLAYNETWORK AND THE PLAYNETWORK AFFILIATED PARTIES DO NOT WARRANT THAT THE PLAYER, SOFTWARE AND/OR ANY ASSOCIATED DOCUMENTATION ARE COMPLETELY ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR WILL OTHERWISE MEET CUSTOMER’S NEEDS.  ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION 15 AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH PLAYNETWORK AND THE PLAYNETWORK AFFILIATED PARTIES, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
16. Limitation of Liability. IN NO EVENT SHALL PLAYNETWORK (OR ANY PLAYNETWORK AFFILIATED PARTY) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS AND WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING THE PROVISION, USE OR INABILITY TO USE THE SERVICES (INCLUDING THE AVAILABLE CONTENT AND ANY THIRD PARTY CONTENT), PLAYERS, SOFTWARE, AND/OR OTHER SERVICES, MATERIALS OR PRODUCTS, EVEN IF PLAYNETWORK OR ANY PLAYNETWORK AFFILIATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE EXCLUSIVE REMEDIES STATED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.  IN NO EVENT SHALL PLAYNETWORK AND THE PLAYNETWORK AFFILIATED PARTIES’ AGGREGATE LIABILITY TO customer ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED (A) FOR CUSTOMERS WITH ANNUALLY RECURRING SUBSCRIPTION TERMS, THE AMOUNT OF FEES PAID BY CUSTOMER TO PLAYNETWORK DURING THE TWELVE (12) MONTH PERIOD PRIOR TO CUSTOMER’S FIRST CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES; OR (B) FOR CUSTOMERS WITH MONTHLY RECURRING SUBSCRIPTION TERMS, THE GREATER OF EITHER ONE HUNDRED DOLLARS ($100) OR THE AMOUNT OF FEES PAID BY CUSTOMER TO PLAYNETWORK DURING THE SIX (6) MONTH PERIOD PRIOR TO CUSTOMER’S FIRST CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES.
17. Default; Remedy. If either party materially breaches this Agreement for any reason, then the non-breaching party shall notify the breaching party of such breach in writing in accordance with Section 13 above. The breaching party will have thirty (30) days, except for in the case of non-payment which shall be five (5) days, from receipt of such notice to remedy such breach.  If, after the applicable remedy period, such breach has not been cured, the non-breaching party, in its sole discretion and in addition to any other remedies under this Agreement and applicable law, may terminate this Agreement.  If Customer is the breaching party, PlayNetwork may, in PlayNetwork’s sole discretion, immediately suspend the provision of Services (including any access to Available Content and any updates) hereunder in whole or in part upon the occurrence of such breach, notwithstanding any such remedy period (the “Suspension Right”), provided that the full and regular fees associated with the Services shall continue to accrue notwithstanding PlayNetwork’s exercise of such Suspension Right. In addition, either party may terminate this Agreement upon written notice to the other party in the event such other party (i) files any petition in bankruptcy; (ii) has an involuntary petition in bankruptcy filed against it that is not both challenged within twenty (20) days and dismissed within sixty (60) days after filing, or avails itself of or becomes subject to any petition or proceeding under any statute of any state or country relating to insolvency or the protection of the rights of creditors, or becomes the subject of any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of its debt; (iii) becomes insolvent; (iv) makes a general assignment for the benefit of creditors; (v) admits in writing its inability to pay its debts as they mature; (vi) has a receiver appointed for its assets; (vii) ceases conducting business in the normal course; (viii) has any significant portion of its assets attached; or (ix) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.  Notwithstanding anything to the contrary herein, Customer may, upon thirty (30) days’ prior written notice to Company, request to cancel Services at a specific Customer Location if such Customer Location will go out of business or otherwise be permanently closed (i.e., such Customer Location is not merely relocated within the same geographic vicinity or temporarily closed), and Customer will receive a proportionate reduction in the recurring Service Fees upon such specific Customer Location being so closed.
18. Effect of Termination. Upon termination or expiration of this Agreement the following shall occur:
    1. Customer shall immediately cease all use of PlayNetwork’s Confidential Information, and shall, at the option of PlayNetwork, delete and/or return all such items to PlayNetwork.
    2. Customer shall immediately cease accessing the Services. All licenses hereunder shall terminate, and Customer shall terminate use of (and return to PlayNetwork within ten (10) days of the effective date of termination at Customer’s expense, if applicable),the Player, all of the Available Content and other media, documents and equipment of PlayNetwork or its vendors or licensors that are in Customer’s possession or control. If requested by PlayNetwork, Customer shall provide a written certification that all such Available Content, and other media, files and/or information have been so removed, including the removal of any Available Content and/or Software from the Player.
    3. Customer shall immediately cease using (and cause all employees to cease using) the Player, and Software and remove (or cause to be removed), and provide evidence of such removal upon PlayNetwork’s request.
    4. Customer shall be responsible for, and PlayNetwork is authorized to charge the Payment Method or Alternative Payment Method on file for, all fees and other payment obligations to PlayNetwork that have accrued prior to the effective date of the termination.
    5. PlayNetwork shall not be responsible for any license fees or royalties (including performance royalties where applicable) related to the playback and/or performance of Available Content at Customer Locations, websites, or otherwise as of the effective date of termination.
19. Force Majeure; Delay. Except for payments due from Customer to PlayNetwork hereunder, neither party shall be liable for delays in performance due to causes beyond its reasonable control, including acts of God, acts of public enemy, acts of government or courts of law or equity, civil war, insurrection or riots, fires, floods, explosions, earthquakes or other casualties, strikes or other labor troubles.    
20. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all other agreements, representations or understandings (whether oral or written and whether express or implied) relating to the subject matter hereof, including any agreement Customer entered into for music services provided by El Media Group, PlayNetwork, Inc. or its affiliates TouchTunes Music Corporation, TouchTunes Digital Jukebox, Inc. and/or Direction Media Inc, including those services known as EMG, El Media, and Music Direction.  No amendment or modification of this Agreement shall be binding unless in writing and duly executed by both parties. Any conflict between an Order and these Terms shall be decided in favor of the Order.
21. Governing Law and Jurisdiction. The terms of this Agreement are governed by and construed in accordance with the laws of the United States and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of Customer’s location. All disputes arising out of or related to this Agreement or any aspect of the relationship between Customer and PlayNetwork, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be subject to the exclusive jurisdiction and venue of the state and federal courts of the county of New York, in the State of New York, U.S.A.
22. Publicity. Customer acknowledges and agrees that PlayNetwork may, at any time, publicize the fact that the parties have entered into this Agreement solely by including on its website and in publications the Customer’s name, address, URL and a brief description of its business. Any disclosure of the terms of this Agreement or the relationship of the parties by Customer shall require PlayNetwork’s prior written approval.
23. General Terms. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between Customer and PlayNetwork.  Customer shall not assign or transfer (by operation of law or otherwise) any of its rights hereunder without the prior written consent of PlayNetwork.  Any transfer of all or substantially all of the assets of Customer, or any voluntary or involuntary transfer of a controlling interest in Customer (including through a stock sale, merger, reorganization or other recapitalization event) shall be considered an assignment under this Agreement.  This Agreement is assignable, in whole or in part, by PlayNetwork without notice to, or consent of, Customer.  The parties are independent contractors.  Neither party shall describe itself as the agent of the other.  Neither party has authority to assume nor to create any obligation or liability, express or implied, on behalf of or in the name of the other. 
24. Survival.  All provisions of this Agreement which may reasonably be interpreted or construed as surviving the expiration or termination of this Agreement, including 1-2 and 4-24 shall survive the expiration or termination of this Agreement.

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