Terms and Conditions SB App | Stingray Business

THIS IS A LEGAL AGREEMENT BETWEEN THE BUSINESS OWNER, IN THE CASE OF AN UNINCORPORATED BUSINESS, OR THE CORPORATION OR OTHER LEGAL PERSON WHICH IS IDENTIFIED AT THE TIME OF THE ACCOUNT CREATION ON THE STINGRAY BUSINESS WEBSITE (AS DEFINED BELOW) (“CUSTOMER”) AND STINGRAY GROUP INC. ("STINGRAY"), AND NOT WITH ANY OTHER THIRD PARTY (E.G. THE APPLICATION STORE) OR ANY OF THEIR AFFILIATES, STATING THE COMPLETE TERMS THAT GOVERN CUSTOMER’S USE OF THE STINGRAY BUSINESS MOBILE APPLICATION (THE "APP") AND OF THE STINGRAY BUSINESS MUSIC SERVICE AVAILABLE THROUGH SUCH APP (THE "STINGRAY BUSINESS SERVICE").

IF CUSTOMER DOES NOT AGREE TO ABIDE BY THESE TERMS, CUSTOMER SHOULD NOT USE THE APP AND THE STINGRAY BUSINESS SERVICE.

BY USING THE APP AND THE STINGRAY BUSINESS SERVICE, CUSTOMER SIGNIFIES THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY EACH AND EVERY TERM OF THIS END USER LICENSE AGREEMENT (THE "AGREEMENT").

STINGRAY MAY REFUSE ACCESS TO THE APP AND TO THE STINGRAY BUSINESS SERVICE FOR NON-COMPLIANCE WITH ANY PART OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT VERY CAREFULLY.

1. The App and the Stingray Business Service

Stingray is the sole owner and provider of the App, including but not limited to, when offered through: (i) the Android Market and on other Android applications stores (collectively the "Android Store"); (ii) the Apple App Store via the iTunes Store (the "Apple Store"); and/or (iii) on any other similar application store(s) owned and operated by third parties where the App is made available by Stingray, if any (the “Other Stores”), and of the Stingray Business Service accessible through such App. The Android Store, the Apple Store and the Other Stores shall be referred to thereafter as the “Store(s)”.

If Customer is a first-time user of the Stingray Business Service via the App, Customer will have to download the App via the Store. Once Customer has downloaded the App via the Store, Customer will need to subscribe to the Stingray Business Service which is offered as a recurring monthly subscription. In order to do so, Customer will need to sign up for an account on the website located at https://cs.business.stingray.com/#/subscribe (the “Stingray Business Website"), specify the single commercial establishment located in Canada for which Customer is subscribing (the “Premise”) and provide a valid credit card number. Customer’s first monthly subscription period will start on the day of subscription and will expire one month later at 23:59 (11:59 pm) (as an example, if Customer has subscribed on May 5th, the first monthly subscription period will start on May 5th and expire on June 4th at 23:59) and the monthly subscription will renew automatically and successively thereafter for an additional calendar month period (each a “Subscription Period”). In the event that Customer wishes to receive the Stingray Business Service in more than one (1) of its commercial establishment, Customer shall have a distinct subscription for each such commercial establishment. For the avoidance of doubt, if Customer created an account in the past to access Stingray Music, Customer will need to create a new account to access the Stingray Business Service.

Once Customer has successfully subscribed to Stingray Business Service, and entered in the App the key that Stingray has sent to Customer’s account on the management portal located at: https://cs.business.stingray.com/ (the “Customer Portal”), the App will give Customer free access to the Stingray Business Service for a thirty (30) day period (the “Trial Period”) and thereafter up until Customer cancels its recurring subscription as set forth in Section 18 or until terminated in accordance with this Agreement, subject to Customer’s payment of the applicable subscription fees, and compliance with the provisions of this Agreement.

The Stingray Business Service will allow Customer to choose between various channels of continuous, uninterrupted music produced according to specific genres and to stream the content of such channels for communication as background music in the Premise. The Stingray Business Service may also allow Customer to skip the song playing to listen to the next song in line on the playlist of a channel.

2. Use of the App and the Stingray Business Service on Other Devices

In addition to the devices that Customer owns or controls and from which Customer has downloaded the App or with which Customer first used the App downloaded through Customer’s computer, the Stingray Business Service may also be accessible through other devices that Customer owns or controls, subject to the terms of use of the applicable Store (the "Store Terms and Conditions"), and provided that Customer can only access the Stingray Business Service from one (1) device at a time.

When using the Stingray Business Service for the first time on any such other devices that Customer owns or controls, Customer will be required to download the App on such device from the Store (or when applicable, by synchronizing such device with Customer’s computer in accordance with the applicable Store Terms and Conditions). Customer will also be required to authenticate itself by providing Customer’s Account Email and Customer’s key or via any other authentication method provided by Stingray. Once Customer has accessed the Stingray Business Service through a device, such device will be automatically granted access to the Stingray Business Service thereafter without the need to re-enter such information. If one of Customer’s devices is accessing the Stingray Business Service while Customer is trying to access the Stingray Business Service with another device, Customer will be asked to select the device through which Customer wishes to access the Stingray Business Service and the other active session will be automatically closed.

Any and all devices that Customer owns or controls shall be referred to thereafter as "Device(s)".

3. Authority

The person signing-up for an account for Customer with the Stingray Business Service represents and warrants that: (i) it is eighteen (18) years or older: (ii) if the Customer is a corporation or other legal person, it is dully authorized to bind the corporation or legal person and to enter into this Agreement on its behalf; and (iii) Customer agrees to be bound by the terms and conditions of this Agreement.

4. Account Data

Customer agrees to provide complete and accurate information about Customer when signing up for an account with the Stingray Business Service and at other points as may be required in the course of using the Stingray Business Service and the App ("Account Data").

5. Account Security

Customer agrees to maintain the confidentiality and security of Customer’s Account Data, including but not limited to Customer’s password and identification information. Customer is solely responsible for restricting access to Customer’s account and to Customer’s Devices. Customer also understands that by granting access to the Stingray Business Service on a certain Device any person accessing such Device will have access to Customer’s Account Data, when applicable. Customer is entirely responsible for all activities that take place using Customer’s account and Customer’s Devices, and Customer agrees to immediately notify Stingray of any unauthorized use of Customer’s account or any other breach of security. Stingray shall not be liable to Customer for any unauthorized use of Customer’s account or Customer’s Devices.

6. Requirements

Customer acknowledges that the use of the Stingray Business Service or of some of its features may require the use of other hardware and software products and that such hardware and software are Customer’s responsibility. Customer shall provide, install and maintain in good functioning order, at its own costs, and in compliance with any installation instructions provided by Stingray, if any, all equipment necessary for the communication of the Stingray Business Service and the music content available through the Stingray Business Service (the “Music Content”) in the Premise (including, without limitation, Internet-enabled Android or iOS devices and sound systems). Customer shall be solely responsible for obtaining and paying for any necessary third-party approvals and permits and for complying with building codes and governmental requirements for the installation of the equipment necessary for the communication of the Stingray Business Service. Stingray makes no guarantee, representation or warranty that any particular Device or other hardware and equipment will be compatible with the Stingray Business Service and any other technology used by Stingray to distribute the Stingray Business Service. It is Customer’s sole responsibility to ensure that Customer’s equipment, system(s) and/or Devices will function correctly with the Stingray Business Service’s technology.

It is Customer’s sole responsibility to pay any Internet access and/or bandwidth fees necessary to use the Stingray Business Service. Customer expressly acknowledges and agrees that listening to Music Content via the Stingray Business Service may count toward Customer’s monthly Internet data allowance.

7. Limited License

Stingray grants Customer a limited, non-exclusive, non-transferable, revocable license to use the App in Canada via the Devices in accordance with the terms and conditions of this Agreement, including certain rules of conduct established by Stingray and/or from the copyright holders and other licensors (the “Rights Holders”) of the Music Content and other content embodied on the App (the “Content”) set forth in Section 8 of this Agreement ("Rules of Conduct"), and as permitted by the usage rules set forth in the Store Terms and Conditions.

Provided that Customer has a valid and paid for subscription for the Stingray Business Service once the Trial Period has ended, Stingray grants Customer also a limited, non-exclusive, non-transferable, revocable license to access and use the Stingray Business Service and the Content in Canada on any Device and to communicate the Music Content in the Premise as background music in accordance with the terms and conditions of this Agreement, including the Rules of Conduct, and as permitted by the usage rules set forth in the applicable Store Terms and Conditions, as applicable.

Customer acknowledges and agrees that the Content available through the Stingray Business Service is licensed, not sold, to Customer, and Customer acknowledges that the streaming of sound recordings shall not constitute a grant or waiver of any rights of the Rights Holders in such sound recordings and the underlying musical compositions embodied therein. Customer may not modify, copy or reproduce any and all portions of the Stingray Business Service and the Content, in any form or by any means, and may not modify, rent, lease, loan, sell, distribute, exploit, or create derivative works based on the App, the Stingray Business Service or the Content, in any manner, including to hide or change any indications of the ownership or source of the App, of the Stingray Business Service or the Content. Any use of the App, of the Stingray Business Service or the Content other than as specifically authorized herein is strictly prohibited and shall terminate automatically the license granted herein.

The terms of this Agreement will govern any upgrades provided by Stingray that replace and/or supplement the original App and/or Stingray Business Service, unless such upgrade is accompanied by a separate license agreement in which case the terms of that license agreement will govern.

8. Rules of Conduct

Customer acknowledges and agrees to use the App and the Stingray Business Service, and the Content, in compliance with the applicable Rules of Conduct:

Customer agrees:
1. to use the Music Content only as background music and only in the one (1) single commercial establishment identified at the time of subscription;
2. that Customer shall not, nor authorize a third party to amplify, transmit, reproduce or distribute the Stingray Business Service and the Music Content so as to make it audible outside the Premise, except in a delimited space area that Customer owns or leases as part of the Premise (e.g. the patio of a restaurant), and not in streets, sidewalks, public areas or other areas or locations for which separate copyright royalties or tariffs from Rights Holders may apply; and
3. that Customer shall not communicate or perform the Stingray Business Service and the Music Content with commercial announcements;
Customer agrees not to use the App, the Stingray Business Service and the Content in any manner that could damage, disable, overburden or impair the App, the Stingray Business Service or the Content;
Customer agrees not to use or assist another person to use any data mining, robots, scraping or similar data gathering or extraction methods;
Customer agrees not to sign up for an account on behalf of someone else or of any group or entity;
Customer agrees not to modify, copy or reproduce any and all portions of the App, the Stingray Business Service and/or the Content, and not to use, sell, rent, transfer, license or otherwise provide anybody with the App, the Stingray Business Service and/or the Content, except as provided herein;
In the event that Stingray changes any part of the App or the Stingray Business Service or discontinues the App or the Stingray Business Service, which Stingray may do at its own discretion, Customer acknowledges that Customer may no longer be able to use the App and the Stingray Business Service or to use them to the same extent as prior to such change or discontinuation, and that Stingray shall have no liability to Customer in such case;
Customer agrees that the App, the Stingray Business Service and/or the Content, including but not limited to, audio recordings and artwork, include a security framework using technology that protects digital information and/or limits Customer’s usage of the App, the Stingray Business Service and the Content. Customer agrees not to violate or attempt to violate any security components. Customer agrees not to attempt to, or assist another person to, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components for any reason whatsoever;
Customer agrees to comply with the Store Terms and Conditions through which the App is made available to Customer; and
Customer agrees to comply with all applicable federal, provincial, state, and local laws and regulations when using the App, the Stingray Business Service and the Content.

Stingray reserves the right to modify the Rules of Conduct at any time without notice. Rules of Conduct may be controlled and monitored by Stingray for compliance purposes, and Stingray reserves the right to enforce the Rules of Conduct with or without notice to Customer.

9. Payment of the Stingray Business Service Subscription Fees

Customer agrees to pay Stingray for the subscription fees applicable for the Stingray Business Service, plus the applicable taxes. The failure by Customer to use the Stingray Business Service shall not affect Customer’s payment obligations.

Upon purchase of a recurring subscription with Stingray, and after the expiration of the Trial Period, the applicable subscription fees and taxes will be charged to Customer’s credit card on a recurrent basis on the first day of each Subscription Period, unless and until Customer cancels its subscription by accessing the “Subscription Plan” section of its Stingray account on the Customer Portal at least twenty-four hours (24h) prior to the end of the current Subscription Period.

A portion of the fees payable by Customer pursuant to this Agreement will be allocated to platform administrative services and rights management costs.

Any objection to fees charged to Customer’s credit card shall be deemed waived unless made within 3 months of the date where they are charged. If Customer fails to pay any amount when due, Stingray shall have the right to interrupt the Stingray Business Service and to charge to Customer any administrative and/or collection fees incurred by Stingray, without further notice, without prejudice to its other rights and remedies available to it herein, at law or in equity. Amounts which are not paid when due shall bear interest at a rate of 1.5% per month calculated and compounded monthly (an effective rate of 19.56% per annum), from the due date until payment in full.

10. Content Availability and Prices

Customer acknowledges and agrees that the Music Content that is available to Customer through the Stingray Business Service varies depending on the country associated with the IP address of the Device used to access the Stingray Business Service. Customer acknowledges and agrees that the extracts of sound recordings that may be made available for streaming via the Stingray Business Service are only to serve as an example of the Music Content available on the Stingray Business Service, and that Stingray does not represent or guarantee that such sound recordings are and/or will be made available in the Stingray Business Service in the country associated with the IP address of the Device used to access the Stingray Business Service. The descriptions and information, such as genres, sub-genres, categories, sub-categories and the like, are provided for convenience only, and Customer acknowledges and agrees that Stingray does not guarantee their accuracy.

Stingray reserves the right to change, suspend, remove, or disable access to any and all Content available in the Stingray Business Service (including the programming channels available in the Stingray Business Service) and the pricing and the availability of any and all subscriptions to the Stingray Business Service, at any time without notice, subject to the provisions of Sections 16. Without limiting the generality of the foregoing, Customer expressly acknowledges that: (i) Stingray shall have the right during the Term to increase the pricing of the Stingray Business Service by a percentage equal to the percentage of increase of the consumer price index published by Statistics Canada; and (ii) if the royalties set forth in Section 13 increase during the Term, Stingray shall have the right to increase accordingly the subscription fees and such increase may be applied by Stingray retroactively in accordance with the new tariffs and/or the decisions of the Copyright Board of Canada applicable thereto, and, in the cases set forth in (i) and (ii) above, Stingray agrees to endeavor to send a 30 days’ prior written notice to Customer.

11. Objectionable Material

Customer understands that by using the Stingray Business Service, Customer may come across Content that may be considered offensive, vulgar, indecent, or otherwise objectionable, which Content may or may not be identified as having explicit language. Customer’s use of the App and the Stingray Business Service is at Customer’s sole risk and Stingray shall not be liable to Customer for Content that may be found to be offensive, vulgar, indecent, or otherwise objectionable.

12. Intellectual Property

Customer acknowledges that, as between Stingray and Customer, the App, the Stingray Business Service and the Content, including, but not limited to, designs, text, graphics, logos, button icons, images, pictures, music, audio clips, information, editorial content, data compilations, files selection and arrangement, programming, postings, links, and software, trademarks and trade names, are the property of Stingray and/or the Rights Holders, and are protected by applicable copyright laws and other intellectual property laws. Customer agrees not to use such proprietary information or materials in any way except for use of the App and of the Stingray Business Service in accordance with the terms of this Agreement. Customer does not obtain any rights under this Agreement in any intellectual property.

13. Copyright Royalties

Stingray shall be responsible for securing the rights and paying the royalties applicable in Canada to the use of the Music Content as background music in the Premise, including the royalties payable to SOCAN and Re:Sound, if any.

14. Advertising, Third Party Material and Websites

The Music Content does not include any third-party audio advertising, however, Stingray may, at its sole discretion, insert visual advertising, sponsorship and promotion within the App and Stingray Business Service, including but not limited to advertising banners, push notifications and links to third-party websites. Customer acknowledges and agrees that Stingray is not responsible for examining or evaluating the content or accuracy of any such third-party material or websites. Links to and material from any third-party websites does not automatically imply approval or endorsement thereof by Stingray. Except as provided in the Privacy Policy (as defined below), Stingray does not assume and will not have any liability or responsibility for any third-party material or websites, or for any other material, products, or services of third parties. Customer also acknowledges and agrees that Customer may be subject to other terms and conditions from third parties when Customer uses such third parties' material, products, services, software, websites or portals, including but not limited to, the Store Terms and Conditions, and that the present Agreement may no longer apply.

Stingray will only serve behavioral advertising if Customer has consented to it. For more information on behavioral advertising, please consult the Privacy Policy.

15. Copyright Claims

Stingray obeys all relevant copyright laws and will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide us with the following:

A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;
A description of the copyrighted work claimed to have been infringed;
A description of the infringing material and information reasonably sufficient to permit Stingray to locate the material;
Customer’s contact information, including Customer’s address, telephone number, and email;
A statement by Customer that Customer has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that Customer is authorized to act on behalf of the copyright owner.
Claims can be sent to copyright@stingray.com or Copyright Claims, Stingray Group Inc., 736 Wellington Street, Montreal, Quebec, Canada H3C 1T4.

16. Termination of the App or of the Stingray Business Service

Stingray shall have the right, at its sole discretion, to modify, suspend, remove, discontinue or disable access to the App and/or the Stingray Business Service (or any part, feature or content thereof) at any time and for whatever reason, without notice. Stingray shall not be liable to Customer or to any third party for exercising such rights.

In the event that Customer is unable to use the Stingray Business Service as a result of Stingray's exercise of the above-mentioned rights, any request for refunds shall be limited to the amount Customer paid for the Stingray Business Service, if any, for the period that Customer was not able to access the Stingray Business Service and the refund amount, if any, will be calculated on a prorata basis from the amount paid for the full current Subscription Period.

17. Term

The term of this Agreement shall begin when Customer downloads the App and shall end when terminated in accordance with the provisions of this Agreement (the "Term"). Provisions 10, 12, 14, 17 (last sentence), 19 (last paragraph) 20, 23, 24, 25, 27 and 29 of this Agreement shall survive the termination of this Agreement, so as any other provision, if any, which by their meaning are intended to survive such termination.

18. Termination by Customer of the Stingray Business Service

No cancellation of subscriptions to the Stingray Business Service is allowed during the Subscription Period and no refund will be made, except as provided in Section 16 or by the applicable laws and regulations.

If Customer has cancelled its subscription as provided in Section 9, this Agreement shall automatically terminate upon the expiration of its current Subscription Period.

19. Termination by Stingray and Other Remedies

If Customer fails to comply with any of the provisions of this Agreement, including, but not limited to, failure to make payment of the fees due to Stingray, failure to provide accurate and complete Account Data, violation of the Rules of Conduct, or infringement or other violation of third parties' rights, Stingray, at its sole discretion, without prior notice to Customer, may (i) terminate this Agreement and/or deactivate Customer’s account; or (ii) preclude access to the Stingray Business Service (or any part or feature thereof).

Customer acknowledges and agrees that the termination of its account by the Store through which the App is made available to Customer or the withdrawal of the App by the Store at any time and for whatever reason may impact the quality, functioning and Customer’s access to the Stingray Business Service and the App, that certain features may not or no longer be available and that is may preclude the receipt of future App updates. Stingray shall bear no liability whatsoever for such consequences.

Upon any termination of this Agreement, Customer shall cease all use of the App and of the Stingray Business Service and destroy any and all copies of the App on its Devices.

20. Consent to Use of Customer’s Information

Customer agrees that Stingray may collect, hold, use and divulge the information that Customer knowingly chooses to disclose and enter on the Stingray Business Service and the Customer Portal and/or that Customer otherwise gives to Stingray and that can be used to identify the Customer, such as its Account Data, location, information about Customer’s social media accounts and information about its mobile and/or computer Device’s (the “Information”) for the Stingray Business purposes indicated in the Privacy Policy.

21. Privacy Policy

Customer’s use of the App and of the Stingray Business Service is subject to Stingray’s privacy policy (the “Privacy Policy”), which is expressly made a part of this Agreement. Please review the Privacy Policy available on the App and at www.stingray.com.

22. CUSTOMER’S REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that: (i) its Account Data is complete and accurate; (ii) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; (iii) it is not listed in any U.S. Government list of prohibited or restricted parties; and (iv) it will comply with any applicable laws and any applicable third-party terms and conditions when using the App, the Stingray Business Service and the Content.

23. DISCLAIMERS

Customer expressly acknowledges and agrees that its use of the App and of the Stingray Business Service is at its sole risk and that Stingray makes no guarantee, representation or warranty that the operation of the App and the Stingray Business Service or its use of the App and the Stingray Business Service, including all and any of its features, will be uninterrupted or error-free. Customer also agrees that the App and the Stingray Business Service may be temporarily unavailable from time to time for maintenance, technical problems or other reasons. Stingray may remove the App and the Stingray Business Service for indefinite periods of time or may disable access to the App and the Stingray Business Service at any time, without notice to Customer and without liability, subject to Section 16 above.

The App, the Stingray Business Service, and all information, content and materials made available to Customer through the App and the Stingray Business Service, are provided by Stingray "as is" and "as available". Stingray disclaims any and all warranties and representations with respect to the App and the Stingray Business Service, and the information, content and materials available on or through the App and the Stingray Business Service, including, but not limited to, the quality of the sound recordings, and all expressed or implied warranties of merchantability, non-infringement and fitness for a particular purpose are hereby specifically disclaimed and excluded.

Stingray shall not be liable to Customer or to any third party for any loss or damages to Customer’s computers, internet modems, Devices or other hardware. Stingray makes no guarantee, representation or warranty that the App and the Stingray Business Service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and, subject to the Privacy Policy, Stingray disclaims any liability relating thereto. Customer is solely responsible for backing up its own system.

24. Indemnification

Customer agrees to indemnify and hold Stingray, its affiliates, subsidiaries and related entities, and their respective directors, officers, employees, agents, representatives, contractors, and the Rights Holders harmless from and against any claim, loss, liability, damages, costs and expenses arising out of or in connection with (i) Customer’s breach of this Agreement; (ii) any violation by Customer of any law or rights of a third party; or (iii) any action taken by Stingray as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred.

25. LIMITATION ON LIABILITY

STINGRAY, ITS AFFILIATES, SUBSIDIARIES AND RELATED ENTITIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS AND THE RIGHTS HOLDERS, WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING FROM CUSTOMER’S USE OR INABILITY TO USE THE APP AND/OR THE STINGRAY BUSINESS SERVICE OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS MADE AVAILABLE TO CUSTOMER THROUGH THE APP AND/OR THE STINGRAY BUSINESS SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION. STINGRAY'S AGGREGATE LIABILITY TO CUSTOMER ARISING WITH RESPECT TO THIS AGREEMENT, THE APP AND THE STINGRAY BUSINESS SERVICE WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE STINGRAY BUSINESS SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

26. Entire Agreement

This Agreement, including the Privacy Policy, constitutes the entire understanding between Customer and Stingray with respect to Customer’s use of the App and of the Stingray Business Service, and supersedes any prior agreements between Customer and Stingray with respect to the Premise and the subject matter hereof, and governs Customer’s use of the App and the Stingray Business Service.

27. Confidentiality

Customer shall keep in confidence and not disclose to third parties any and all information disclosed by Stingray pertaining to the subject matter of this Agreement without the prior written consent of Stingray, except for the fact of its existence. Stingray shall have the right to use Customer’s name and logo during the Term to identify Customer as its customer.

28. Assignment

Customer may not assign this Agreement without Stingray's prior written consent. Stingray may assign this Agreement at any time without prior notice to Customer.

29. Applicable Law

This Agreement shall be governed by the laws of the Province of Quebec and the applicable laws of Canada, without regard to choice of laws principles thereof. The parties hereby irrevocably consent to the exclusive jurisdiction of the courts located in Montreal, Quebec for any dispute arising out of this Agreement.

30. Severability

If any provision of this Agreement is held by any court of competent jurisdiction to be illegal or unenforceable under applicable law, such provision shall be excluded from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

31. Waiver

The failure by Stingray to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of its right to subsequently exercise or enforce such right or provision or any other provision of this Agreement.

32. Changes to this Agreement

Stingray may change, revise, update or otherwise modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. Customer acknowledges and agrees that Stingray may impose new or additional rules, policies, terms or conditions on Customer’s use of the App and/or of the Stingray Business Service at any time. Customer hereby agrees that a change notice sent to Customer by email, via the Customer Portal or the posting on the Stingray Business Service of a change notice or of a modified agreement is considered sufficient notice. All such changes shall take effect immediately. Customer’s continued use of the App and of the Stingray Business Service after such changes shall be deemed to constitute Customer’s acceptance of any and all such changes. If Customer does not agree to abide by these new terms, Customer shall not continue to use the App and the Stingray Business Service. It is Customer’s responsibility to regularly check the Stingray Business Service to determine if there have been changes to these terms and to review such changes.

33. Notices

All notices relating to this Agreement may be sent to Customer by email (effective upon actual receipt) or via the Customer Portal.

34. Submissions, Complaints and Customer Support

Any questions, comments, suggestions, ideas, feedback, complaints or other information Customer may have about the App or the Stingray Business Service should be directed to Stingray through the "Contact Us" section or link displayed on the App or Stingray’s website located at http://business.stingray.com/en/terms-and-conditions-sbapp, or by mail to its Customer Support Department, 730 Wellington Street, Montreal, Quebec, Canada H3C 1T4, tel: 1-888-685-2486 Ext. 2, fax: 1-514-664-1143, email: businesssupport@stingray.com.

35. Third Party Beneficiary

The entity responsible for Store through which Customer downloaded the App and any of its affiliated entities and the Rights Holders are third-party beneficiaries of this Agreement, and upon Customer’s acceptance of the terms and conditions of this Agreement, such entities will have the right and will be deemed to have accepted the right to enforce this Agreement against Customer as a third party beneficiary thereof.

36. Electronic Communications

CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT MEANS THAT CUSTOMER CONSENT TO RECEIVE COMMUNICATIONS FROM STINGRAY ELECTRONICALLY. AS A USER OF THE APP AND OF THE STINGRAY BUSINESS SERVICE, STINGRAY MAY FROM TIME TO TIME SEND CUSTOMER EMAIL UPDATES OR OTHER INFORMATION REGARDING THE APP AND THE STINGRAY BUSINESS SERVICE. CUSTOMER AGREES THAT ALL THESE EMAIL UPDATES AND OTHER COMMUNICATIONS THAT STINGRAY PROVIDES TO CUSTOMER ELECTRONICALLY SATISFY ANY LEGAL REQUIREMENT THAT SUCH COMMUNICATIONS BE IN WRITING.

37. Language

Customer accepts that in the case of any conflict between the French and English versions of this Agreement, the English version of this Agreement shall prevail.

Date of Last Revision: May 21, 2019

Terms and Conditions : Stingray Music for Business Mobile App