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 to 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 consists 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 and consists of a playback App and a monitor where you can access all the information and management control of your users.

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 This username, including its identification, may be withdrawn at any time in case of non-compliance with these "Terms". Try to take good care of your username and password because Walter Audio, LLC is not responsible for what a third party may do with your username and password, unless there is fault or negligence on Walter Audio, LLC's part.

Please note that Walter Audio, LLC, at any time, for any reason, may modify, upon notice, unilaterally, the Service, or even remove all or part of it. It is important for you to know that by using the Services you will be giving us a non-exclusive, non-licensable, free, transferable license, for the maximum time permitted by law, with worldwide territorial character and irrevocable to use, in any form and for any purpose, any content on which you have rights and that you have made available to Walter Audio, LLC or used in the use and enjoyment of the Services, all without prejudice to the rights that may not be claimed on such content according to the legislation in force.

Terms of service

In order to provide the Service, we need you to provide us with the information corresponding to the psychographic profile of your consumers and the characteristics you wish to reflect as a brand and image, by completing the "Music Profile" form. Once completed, this form will become part of these Terms and Conditions as Annex I.

Once you have provided us with information about your brand and your consumers, Walter Audio, LLC will select the Content and make available to you a music proposal (hereinafter, "Music Proposal") to be played in the venues detailed in the "Info Players" form, which shall form part of these Terms as Annex II. We will also deliver the software or hardware, as appropriate, assigned to each playback point.

The computers from which you run the SmartMusic system for the playback of the music selected and stored by Walter Audio, LLC will be at your expense, as well as the sound equipment (speakers, equalizers, among others) and any other element necessary for the use of the Service.

Walter Audio, LLC will automatically update up to 30% of the music content assigned in the "Music Proposal", so that you can enjoy a service without repetition of songs. You will be able to request to Walter Audio, LLC the changes you wish to make to the Content through the administration panel. In case you have any questions you can contact the Customer Success team or an assigned Account Manager. Modifications will be made once a week, with the exception of a request for a change due to damage to a song or due to a complaint of a notorious difference with respect to the brand profile and/or the style of music duly approved, which must be changed immediately.

Don't forget that you can only use the Service in the premises listed in the "Info Players" annex. In case you would like to add additional locations, you will have to request it to Walter Audio, LLC. The support for inconveniences or questions in the stores will be provided via email from Monday to Friday from 9 am to 6 pm.

Service Upgrades and Enhancements

We want you to be aware that we continually update the features and functionality of the Service and reserve the right to make improvements, updates, modifications and changes as we deem appropriate in our sole discretion. We will always use reasonable efforts to minimize Service interruptions, failures or delays and will use reasonable efforts to inform you of material changes that affect your use of the Service. But we assume no responsibility or liability for any interruption, modification, failure, delay or interruption associated with the Service.

Intellectual Property

The "Service" belongs to Walter Audio, LLC. You will be able to use it on a non-exclusive, limited and revocable basis during the term of these "Terms". And you may only use it for the purpose for which it has been expressly made available to you, but you may not, except with specific permission, commercialize it in any way, license it, sell it, or any similar or analogous action, regardless of whether or not you obtain a financial or any other kind of benefit.

The software supporting the Service, trademarks, trade names, trade dress, distinctive signs, logos, domain names and the entire contents of the website or app belong to Walter Audio, LLC and you may not use them for any purpose, or appropriate them, whether or not you access or view them on your own or privately owned devices or media. The Terms do not give you any rights to Walter Audio, LLC's intellectual property, other than the use on the terms set forth herein to access the Service. When you enjoy the Service, you may also legally enjoy software or other intellectual or industrial property of third parties. In that case, you also agree to comply with the same obligations that you have undertaken with respect to those belonging to Walter Audio, LLC.

Likewise, you will be granting Walter Audio, LLC a limited license over all your trademarks, non-exclusive, revocable, non-transferable, non-sublicensable for the use of said trademark in communications, in general, issued by Walter Audio, LLC.

Term

These "Terms" shall have a minimum term of twelve (12) months from the date of acceptance (hereinafter, the "Initial Term"). This term shall be automatically extended at its expiration for equal and consecutive periods of twelve (12) months, unless Walter Audio, LLC or the Customer express their will to the contrary, with a notice not less than thirty (30) days prior to the expiration date of the Initial Term.

If you are using the service in Trial mode, these "Terms" will have a maximum term of fifteen (15) days, starting from their acceptance (hereinafter, the "Initial Term"), after which you must communicate to Walter Audio, LLC your decision to hire or not the Service.

Price. Method of payment

Both the monthly price for the provision of the Service and the payment periodicity for the Service are detailed in the "Particular Terms and Conditions" and in the "Billing Data" form, which is part of these Terms as Annex III.

The invoicing of the Price for the Service will be made in advance of the period to which it refers. Payments must be credited within 7 days after receipt of the invoice issued by Walter Audio, LLC.

The Client may choose to adopt the Service under warranty for a maximum term of 1 (one) month. In this case, the invoicing will be made in advance, but Walter Audio, LLC undertakes to return the money paid together with the corresponding credit note in the event that prior to the end of the warranty period, the Client expresses the intention not to continue with the service.

Walter Audio, LLC reserves the right to modify the rate according to our pricing policy. Failure to pay the invoice on time will entitle Walter Audio, LLC to terminate the Service and/or charge a late payment interest of up to 4% per month. This clause does not apply if you are using the Service in Trial mode.

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 is granting you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the Content and use the Service and a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to the content.

Under no circumstances may you make any use of the Content other than as expressly permitted in these Terms. Any license to the Content not expressly granted herein shall be deemed not granted, and such Content may not be used in any manner without the express prior written consent of Walter Audio, LLC.

You also may not modify, copy, or create derivative works based on the Service and/or the Content, and/or sell, redistribute, market, rent, and/or sublicense the same.

Commercial Catalog

The Content is the exclusive property of Walter Audio, LLC and/or the authors and/or performers and/or other third party owners thereof (hereinafter, "Third Party Licensors") and is protected by copyright, trademarks and other Intellectual Property rights.

Depending on the territory, Walter Audio, LLC will be responsible for arranging with the relevant collecting societies the licenses to be able to store and reproduce the phonograms for public performance.

However, notwithstanding the foregoing, the Client shall pay directly to the relevant collecting societies the fee for "communication or public performance of phonograms", in the territories where such payment is due. It is expressly stated for the record that the Price of the Service does not include the payment of fees to such organizations and/or any other international, national, provincial or municipal taxes, fees and/or duties that may be levied on the public performance of musical works in commercial spaces. The payment of such fees and any legal consequences is your sole responsibility and under no circumstances shall Walter Audio, LLC be liable for the same.

Soundreef Ltd. catalog.

The musical content is provided by Soundreef Ltd., an independent management entity that has the right to sublicense to the Client the copyrights and related rights associated with the commercial use of the works and recordings included in the catalog. We commit to working with content only from this catalog.

In the event of a claim for payment of royalties to collective management societies for the public performance of the Content in commercial spaces, Soundreef Ltd., will provide the necessary supporting documentation so that you can respond to the requirements.

If your commercial premises are located in Spain, you must simultaneously subscribe to these "Terms", an agreement with Soundreef Ltd., who will be solely responsible for any claim made by collective management societies.

Neither Soundreef nor Walter Audio, LLC will be responsible under any circumstances for the payment of rights to collective management societies and/or any other tribute, rate, and/or international, national, provincial, or municipal right that could tax the public performance of musical works in commercial spaces.

Watermelon Co. catalog.

The Music Content is offered by Watermelon Co., an independent management entity that holds the right to sublicense to the Client the copyrights and related rights related to the commercial use of the works and recordings included in the catalog. We are committed to working with content from this catalog only.

Pursuant to the foregoing and for the legal protection of the Client in the event of a claim for payment of fees to collecting societies for the public performance of the Content in commercial spaces, if you opt for this catalog, you must enter into an agreement with Watermelon Co. in parallel to these "Terms", who shall be exclusively liable for any claim made by the aforementioned entities. Walter Audio, LLC shall under no circumstances be liable for the payment of royalties to such organizations and/or any other international, national, provincial or municipal taxes, fees and/or duties that may be levied on the public performance of musical works in commercial venues.

Limitation of Liability

We want you to know that the Services may be temporarily unavailable for technical reasons, maintenance, updates, improvements, legislative changes, administrative decisions, cases of force majeure. or for reasons beyond Walter Audio, LLC's control. In such cases, you will not be entitled to make any claim for failure to provide the Services, not even a refund of the price.

We undertake to provide the Service on the terms offered at the time of acceptance of these "Terms" but not to improve or update it. Nor do we make any warranty as to the quality or suitability of the Services for any particular purpose or that you will not be exposed to malware or other malicious software while using the Services.

Neither Walter Audio, LLC, nor its partners, directors, managers, agents, administrators or employees are responsible for: (i) any claim for lost profits or consequential damages; or (ii) loss of use, content, data, business, income, or damage to property or your hardware that could have been avoided by following the instructions given by Walter Audio, LLC; (iii) cases of force majeure, including pandemics and the stoppage or slowdown of economic activity for public health reasons; or (iv) damage caused by third parties or third party software in your interaction with the Service.

Indemnity

By accepting these terms, you are assuming full liability to Walter Audio, LLC and third parties for damages of any kind, which may be generated as a result of your own actions, your dependents or third parties, related to the Service and damages resulting from the failure to comply with laws or regulations, or other illegal acts, having to compensate and hold harmless Walter Audio, LLC against any claim that may apply in the cases indicated.

Non-compliance and termination

In case of breach of any of the obligations set forth in these Terms and Conditions, Walter Audio, LLC will proceed to terminate the Service.

Confidentiality

The parties undertake, without limitation in time, not to disclose any trade secrets or information about the business or operations of the other party which the receiving party has received from the disclosing party in confidence and which the disclosing party treats as confidential.

Full agreement

Upon acceptance of these Terms and Conditions, these Terms and Conditions shall constitute the entire agreement between the Parties, superseding all prior or contemporaneous communications, negotiations and proposals (oral, written or electronic) between them.

Applicable law and jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Country from which the Service is billed.

For all disputes that may arise in connection with these Terms and Conditions, the Parties agree to submit to the Law applicable in the Country from which the Service is billed and to the jurisdiction of the competent Ordinary Courts of the capital of the country in question, waiving any other legislation and/or jurisdiction that may correspond to them.