SMARTMUSIC
TERMS AND CONDITIONS

These are the Terms and Conditions for the contracting of our SmartMusic Playlisting services (hereinafter, the "Terms"). The "Terms" will remain in effect as long as you have access to the Service. Therefore, it is important that you read them carefully. We also recommend you read our privacy and cookies policy, since the use of our Service implies the acceptance of such policies. The acceptance of these "Terms" formalizes the Client's relationship with Walter Audio, LLC, which is governed by these Terms and by the legislation in force in each territory.

Our services

The service provided by Walter Audio, LLC consists of the selection and execution of musical content (hereinafter, "Content") suitable for the brand and segmented by time, according to the psychographic profile and characteristics that the Client (hereinafter, the "Service") wishes to reflect in the designated commercial location(s).
We offer the following plans:

• Essential: Self-managed music platform that consists of a playback App and a monitor where you can access all the information and management control of your users.

• Advanced: Personalized music platform according to the values of the brand and consisting of a playback App and a monitor where you can access all the information and management control of your users. The app interacts with different variables (traffic, weather, consumption rhythms, etc.) to make content changes in real time.

The payment can be monthly or annually.

Access and use of the service

When you access the Service, you will be given a password and a private and personalized username. This username, including its identification, may be withdrawn at any time in case of non-compliance with these Terms. Walter Audio, LLC is not responsible for what a third party may do with your username and password, unless due to Walter Audio, LLC’s fault or negligence.
Walter Audio, LLC may modify the Service or remove all or part of it upon notice.
Client Content License


By providing Walter Audio, LLC with brand information, logos, or other assets (collectively, “Client Content”) for use with the Service, you grant Walter Audio, LLC a limited, non-exclusive, non-transferable license to use such Client Content solely as necessary to provide the Service. In addition, with your prior written consent, Walter Audio, LLC may reference your name and logo in marketing materials, case studies, or client lists. This license terminates automatically upon termination of the Service.

Terms of service

To provide the Service, you must complete the “Music Profile” form. The information you provide in this form will be treated as part of these Terms and Conditions.

Walter Audio, LLC will select the Content and make available to you a music proposal (“Music Proposal”) to be played in the venues detailed in the “Info Players” form you provide. We will also deliver the software or hardware, as appropriate, assigned to each playback point.

The computers and sound equipment required to run the SmartMusic system are at your expense.

Walter Audio, LLC will automatically update up to 30% of the Content assigned in the Music Proposal. You may request changes once per week through the administration panel. Urgent issues (e.g., song errors) will be addressed immediately.

You may only use the Service in the premises listed in your Info Players form. To add additional locations, you must request approval from Walter Audio, LLC.

Support is provided via email, Monday to Friday, 9 am to 6 pm Central Time.

Service Upgrades and Enhancements

Walter Audio, LLC may update features and functionality of the Service. We will use reasonable efforts to minimize interruptions and inform you of material changes.

Intellectual Property
The Service, software, trademarks, trade names, trade dress, logos, domain names, and website/app content belong to Walter Audio, LLC. You may use them only as expressly permitted in these Terms.
You may not commercialize, license, sell, or redistribute the Service or Content without express permission.

Term

These Terms shall have a minimum term of twelve (12) months from the date of acceptance (“Initial Term”). This term will automatically renew for additional twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.
Trial accounts are limited to fifteen (15) days.

Price and Method of payment

Pricing and billing frequency are set forth in the Billing Data form on file with Walter Audio, LLC.

Invoices are issued in advance and must be paid within 7 days. Late payments may incur interest of up to 4% per month and/or termination of the Service.

Walter Audio, LLC reserves the right to modify rates in accordance with our pricing policy.

Technical requirements

For the correct operation of the contracted Service, each computer from which the Service will be executed must have the following minimum requirements:

• 1 GB RAM or higher.

• 10 GB of free space on the terminal computer's hard disk (if there is less than 2 GB free, the application will notify the employee).

• Intel Dual Core processor or higher.

• Windows 7 operating system or higher.

• Stable Internet connection (for installation, initial download and Content update).

• The equipment must have a sound card and external speakers connected to it.

Walter Audio, LLC software does not require internet connectivity for the playback of the Content, but please note that without internet connection we will not be able to provide you with an optimal service, as we will not be able to update the music repertoire or provide you with full support.

The audio quality of the Content will depend on the technology of the computer and audio equipment available at each establishment, location and/or branch where the Service is played and is your sole responsibility.

Music licenses and royalty payments

Walter Audio, LLC warrants that all music provided through the Service is fully licensed for commercial use in the United States and Canada, including public performance rights. The subscription fee you pay to Walter Audio, LLC covers all such rights; no additional royalty or license payments are required from you to ASCAP, BMI, SESAC, SOCAN, or any other performing rights organization in North America.

The Content is the exclusive property of Walter Audio, LLC and/or the authors, performers, or other third-party rights holders, and is protected by copyright and other intellectual property laws.

The music catalogs provided through the Service are licensed from Soundreef Ltd. and Watermelon Co., independent rights management entities that hold the rights to sublicense the works and recordings included in their catalogs. Walter Audio, LLC is responsible for ensuring that all music supplied from these catalogs is properly licensed for your use in North America.

For clarity, you are not required to enter into separate agreements with Soundreef Ltd. or Watermelon Co. when using the Service in the United States or Canada.

Limitation of Liability

The Services may be temporarily unavailable for technical reasons, maintenance, updates, improvements, legislative changes, administrative decisions, cases of force majeure, or reasons beyond Walter Audio, LLC’s control. Walter Audio, LLC will use commercially reasonable efforts to restore the Service as quickly as possible.

Except for your right to receive a prorated refund of prepaid fees in the event of a complete and continuous Service outage of more than five (5) business days, Walter Audio, LLC shall not be liable for any indirect, incidental, special, or consequential damages, including lost profits, business interruption, or loss of data, even if advised of the possibility of such damages.

In no event shall Walter Audio, LLC’s aggregate liability arising out of or related to the Service exceed the total amount paid by you for the Service during the twelve (12) months immediately preceding the claim.

Indemnity

You assume full liability to Walter Audio, LLC and third parties for damages of any kind caused by your actions, employees, or contractors in relation to the Service, and you agree to indemnify and hold Walter Audio, LLC harmless against any related claims.
Non-Compliance and Termination

Walter Audio, LLC may terminate the Service in case of breach of these Terms.

Confidentiality

Both parties agree not to disclose confidential business or operational information received from the other party.

Full agreement

These Terms and Conditions constitute the entire agreement between the parties and supersede all prior communications or proposals.

Applicable law and jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States. For all disputes that may arise in connection with these Terms, the Parties agree to submit to the jurisdiction of the competent courts of Nashville, Tennessee, waiving any other forum that may apply.