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PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.

IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, AND ANY FUTURE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY EACH AND EVERY ONE OF THESE TERMS AND CONDITIONS.

BACKGROUND MUSIC SERVICE AGREEMENT

BETWEEN: PLAYDIO INC.

a corporation incorporated pursuant to the laws of Canada (hereinafter referred to as “PLAYDIO”)

OF THE FIRST PART; - and – YOU

(hereinafter referred to as “Licensee”)

OF THE SECOND PART;

THESE TERMS AND CONDITIONS (“AGREEMENT”) GOVERN YOUR USE OF: (i) ANY SERVICES CURRENTLY PROVIDED OR WHICH WILL LATER BE PROVIDED BY PLAYDIO INC. OR ANY ONE OF ITS AFFILIATED COMPANIES (COLLECTIVELY, "PLAYDIO") ACCESSIBLE THROUGH PLAYIO’S OR THIRD PARTIES’ WEBSITES OR APPLICATIONS, OR THROUGH YOUR PLAYDIO DEVICE AND OR PLAYDIO’S WEBSITES (COLLECTIVELY, “SERVICES”).

NONCOMPLIANCE WITH ANY OF THESE TERMS AND CONDITIONS MAY LEAD TO SUSPENSION AND/OR TERMINATION OF YOUR RIGHT TO ACCESS AND TO ENJOY THE SERVICES.


  1. The Services and Content

    The Services, among other things, may allow you to access musical content, such as extracts of sound recordings, channels of continuous uninterrupted music, playlists of songs, playlists of music videos, songs, music videos, karaoke videos, concerts, audio clips, videos, album covers and/or artwork (collectively, the “Content”), under the terms and conditions set forth herein. Playdio, Inc. Subscriber Agreement.
  2. Eligibility

    Except as otherwise provided for a specific Service, the Services are only available for individuals aged 13 years or older. If you have not reached the age of majority in the jurisdiction where you reside, please review this Agreement with your parent or guardian. By creating an account for a Service or by using a Service, you represent and warrant that you are aged 13 years or older, and that you agree to be bound by the terms and conditions of this Agreement. Any use of a Service by an individual under 13 years old is unauthorized and unlicensed.
  3. Account Data

    To the extent required by the applicable Service, you agree to provide complete and accurate information about you as may be required to sign up for the Service and at other points as may be required in the course of using the Services ("Account Data"). You further agree to maintain and update such Account Data to keep it accurate, current and complete by accessing your account on the applicable website. You are entirely responsible for all activities that take place using your account, and you agree to immediately notify Playdio of any unauthorized use of your account or any other breach of security. Playdio shall not be liable to you for any unauthorized use of your account.
  4. Requirements

    You acknowledge that the use of the Services or of some of the Services' features may require the use of other hardware and software products and that such hardware and software is your responsibility. Playdio makes no guarantee, representation or warranty that any particular device or other hardware will be compatible with the Services and any other technology used by Playdio to distribute the Services. It is your sole responsibility to ensure that your system(s) and/or devices will function correctly with the Services’ technology. It is also your responsibility to pay any Internet access and/or bandwidth fees necessary to your internet service provider.
  5. Security

    You understand that the Services and the Content include a security framework using technology that protects digital information and limits your usage of the Services and Content to certain rules as set out in Section 8 below and in your contract with your internet service provider. You agree to comply with such rules and you agree not to violate or attempt to violate any security components. You agree 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.
  6. Limited License

    Provided that you are eligible for use of the Services, Playdio grants you a limited, nonexclusive, non-transferable, revocable license to access and make use of the Services and of the Content in accordance with the terms and conditions of this Agreement. You acknowledge and agree that the Content (including without limitation the Products) is licensed, not sold, to you, Playdio, Inc. Subscriber Agreement and you acknowledge that the use and/or secure file transfer of Content shall not constitute a grant or waiver of any rights of the copyright owners in such Content and the underlying musical compositions embodied therein. Any use of the Services or of the Content other than as specifically authorized herein is strictly prohibited and may lead to your rights to access the Services and/or the Content, and/or your account, being suspended or terminated by Playdio or under the direction of Playdio licensing partners. All rights not expressly granted by the Agreement are reserved.
  7. Rules of Conduct

    • You acknowledge and agree to use the Services, including the Content, in compliance with the following:
      1. You agree to use the Services and the Content at the place of business specified in your Playdio account;
      2. You agree not to create an account on behalf of someone else or of any group or entity or not to use the account information of someone else;
      3. You agree not to use the Services and the Content in any manner that could damage, disable, overburden or impair the Services or the Content;
      4. You agree not to make any copy or other reproduction of the Content, including but not limited to the sound recordings, and not to use or assist another person to use any data mining, robots, scraping or similar data gathering or extraction methods;
      5. You agree not to violate or attempt to violate any security component protecting the Services and the Content, including but not limited to, 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;
      6. You agree not to modify, copy or reproduce any and all portions of the Services and/or the Content, including the sound recordings, in any form or by any means, and not to use, sell, rent, lease, loan, distribute, exploit, transfer, license or otherwise provide anybody with the Services and/or the Content, and not to create derivative works based on the Services, except as expressly provided herein;
      7. In the event that Playdio changes any part of the Services or discontinues a Service, which Playdio may do at its own discretion, you acknowledge that you may no longer be able to use such Service or to use it to the same extent as prior to such change or discontinuation, and that Playdio shall have no liability to you in such case;
      8. You agree to comply with all applicable federal, state/provincial and local laws, and regulations when using the Services and the Content; and Playdio, Inc. Subscriber Agreement.
      9. You agree to comply with all applicable terms and conditions of any agreement with your internet service provider.
      10. You understand that Playdio requires internet bandwidth usage. This bandwidth usage may incur costs with your mobile device and/or internet service provider. Playdio is, under no circumstances, liable for any charges in relation to the bandwidth required to run the service/device. You agree that any bandwidth charges are the sole responsibility of you, the subscriber.
    • Playdio reserves the right to modify the above rules at any time without notice. Rules may be controlled and monitored by Playdio for compliance purposes.
  8. Content Availability and Pricing

    • You acknowledge and agree that the Services and Content that are available to you are the Services and Content available in the country in which you are located.
    • Playdio reserves the right to change any Service and/or any Content (including without limitation the pricing and the availability of any Service and/or Content), at any time without notice.
    • You acknowledge and agree that the extracts of the sound recordings available for streaming via the Services are only to serve as an example, and that Playdio does not represent or guarantee that such sound recordings are and/or will be included in the Services.
  9. Objectionable Material

    Playdio provides content that is appropriate for general population consumption. While we mitigate “ratings” of content through our system, what is deemed offensive is understood differently by different individuals. You understand that by using the Services, you 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. Your use of the Services is at your sole risk and Playdio shall not be liable to you for content that may be found to be offensive, vulgar, indecent, or otherwise objectionable.
  10. Intellectual Property

    You acknowledge that the Services and all content available on or through such Services, including, but not limited to, the Content, designs, text, graphics, logos, button icons, images, pictures, music, audio clips, information, editorial content, data compilations, files selection and arrangement, programming, postings, links, software, trademarks and trade names are the property of Playdio, its partners and/or its licensors, and are protected by applicable copyright laws and other intellectual property laws. You agree not to use such proprietary information or materials in any way except for use of the Services in accordance with the terms of this Agreement. You do not obtain any rights under this Agreement in any intellectual property.
  11. Third Party Service Providers

    • Playdio, Inc. Subscriber Agreement. Playdio may provide links from the Services to certain third party websites, and some Services may be accessible through websites operated by third parties. You acknowledge and agree that Playdio is not responsible for any services and/or content provided by such Service Providers. Links to and material from any third party websites or services do not imply approval or endorsement thereof by Playdio. Playdio 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.
    • You also agree and acknowledge that your use of the Services may be subject to other terms and conditions from third parties including providers of third party websites and/or your internet service provider and Playdio licensing partners.
  12. Copyright Claims

    • Playdio 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 and may terminate, in appropriate circumstances, the access or account of users of the Services who are repeat infringers. To make a claim, please provide us with the following:
      1. A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;
      2. A description of the copyrighted work claimed to have been infringed;
      3. A description of the infringing material and information reasonably sufficient to permit us to locate the material;
      4. Your contact information, including your address, telephone number, and email;
      5. A statement by you that you have 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
      6. A statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that you are authorized to act on behalf of the copyright owner.
    • Claims can be sent to copyright@playdio.ca or Copyright Claims, Playdio Inc., 1900 Hyde Park Rd. ,Unit 4, London, Ontario ,Canada, N6H5L9
  13. Modification or discontinuation of the Services

    Playdio and/or its licensors shall have the right, at their sole discretion, to modify, suspend, remove, disable access to, or discontinue the Services (or any part, feature or Content) at any time and for whatever reason, without notice. Playdio shall not be liable to you or to any third party for exercising such rights.
  14. Term

    Playdio, Inc. Subscriber Agreement. The term of this Agreement shall begin when you validly access the Services and shall end when terminated in accordance with the provisions of this Agreement ("Term"). All provisions 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.
  15. Termination by Playdio and Other Remedies

    • If you fail to comply with any of the provisions of this Agreement and/or of your agreement with your internet service provider, Playdio, at its sole discretion and without prior notice to you, may suspend or terminate your rights of access to the Services.
    • Playdio Inc. reserves the right to suspend or terminate your account for any issues it sees fit without prior notice. This includes, but is not limited to non-payment, abuse and copyright infringement.
  16. Consent to Use Your Information

    • You agree that Playdio may collect and use personal data, technical data and other information, including but not limited to, your music or activity preferences and information about your devices, systems, application software and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you, and for usage statistics. Playdio may use this information in accordance with its privacy policy.
    • You also agree that Playdio has the right, without liability to you, to disclose any Account Data to law enforcement authorities, government officials, and/or a third party, as Playdio believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement.
    • You further agree that if your account is deactivated or if this Agreement is terminated, Playdio may retain some information provided by you to comply with the law and/or its contractual obligations with third parties, and/or to prevent subsequent signing up to a Service.
  17. Your Representations and Warranties

    You represent and warrant that:
    1. if provided pursuant to Section 3, your Account Data is complete and accurate;
    2. you are 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 and you are not listed in any U.S. Government list of prohibited or restricted parties; and
    3. you will comply with any applicable third party terms and conditions when using the Services.
  18. DISCLAIMERS

    • You expressly acknowledge and agree that your use of the Services is at your sole risk and that Playdio makes no guarantee, representation or warranty that the operation of the Services or your use of the Services, including all and any of its features, will be uninterrupted or error-free. You also agree that the Services may be temporarily unavailable from time to time for maintenance, Playdio, Inc. Subscriber Agreement technical problems or other reasons. Playdio may remove the Services or of some of the Services' features or Content for indefinite periods of time, or may disable access to the Services at any time, without notice and without liability.
    • The Services, and all information, Content and materials made available to you through the Services, are provided by Playdio "as is" and "as available". Playdio disclaims, to the fullest extent permitted by applicable law, any and any and all implied warranties, terms, conditions and representations with respect to the Services, and the information, Content and materials available through the Services, 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. For the avoidance of doubt, nothing in this Agreement is intended to exclude or to limit liability for death or personal injury arising from negligence or for any other form of liability which may not be excluded or limited under applicable laws.
    • Playdio shall not be liable to you or to any third party for any loss or damages to your devices or hardware. Playdio makes no guarantee, representation or warranty that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Playdio disclaims any liability relating thereto. You are solely responsible for backing up your own system.
  19. Indemnification

    You agree to indemnify and hold Playdio, and its respective directors, officers, employees, agents, representatives, contractors, and licensors harmless from and against any claim, loss, liability, damages, costs and expenses arising out of or in connection with
    1. your breach of this Agreement;
    2. any violation by you of any law or rights of a third party; or
    3. any action taken by Playdio 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.
  20. Limitation On Liability

    Playdio, and the third party providers, and their respective directors, officers, employees, agents, representatives, contractors, and licensors, will not be liable to you 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 or loss of data, arising from your use or inability to use the services or from any information, content, materials made available to you through the services, even if advised of their possibility. The foregoing limitation of liability shall apply regardless of the cause of action. Playdio's aggregate liability to you arising with respect to this agreement and the services will not exceed the total amount paid by you, if any, for the applicable service (i.e. for your current selected subscription period, when applicable). Some jurisdictions do not allow such limitation on liability, so this limitation may not apply to you. For the avoidance of doubt, nothing in this agreement is intended to exclude or to limit liability for death or personal injury arising from negligence or for any other form of liability which may not be excluded or limited under applicable laws. Playdio, Inc. Subscriber Agreement
  21. Governing Law

    This Agreement and your use of the Playdio websites are subject to the laws of Ontario, Canada. Any disputes relating to this Agreement will be subject to the exclusive jurisdiction of the courts of Ontario, Canada.
  22. Entire Agreement

    This Agreement (including Playdio’s Privacy Policy) and all additional terms or instructions published online or within an application concerning a Service in particular (“Additional Terms”) represent the entire understanding between you and Playdio concerning your rights and obligations as to the use of said Services. To the extent that there is any conflict between Additional Terms and the present Agreement, then the Additional Terms shall prevail.
  23. 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.
  24. Waiver

    The failure by Playdio 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.
  25. Changes to this Agreement

    Playdio 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. You acknowledge and agree that Playdio may impose new or additional rules, policies, terms or conditions on your use of the Services at any time. You hereby agree that a change notice sent to you by email or the posting on the website of the Service concerned of a change notice or of a modified agreement is considered sufficient notice. All such changes shall take effect immediately. Your continued use of the Services after such changes shall be deemed to constitute your acceptance of any and all such changes. If you do not agree to abide by these new terms, do not continue to use the Services. It is your responsibility to regularly check the website of the Services to determine if there have been changes to these terms and to review such changes.
  26. Electronic Communications

    To the extent you provide any email address to playdio, your acceptance of this agreement means that you consent to receive communications from playdio electronically. As a user of the services, playdio may from time to time send you emails updates about the services or the changes to this agreement. You agree that all these emails updates and other communications Playdio, Inc. Subscriber Agreement that playdio provides to you electronically satisfy any legal requirement that such communications be in writing.
  27. Use of production

    Any complete audio or video productions or any of their separate elements provided to be broadcast on the Playdio device, including but not limited to: voiceover, sound design, graphic design and music for use in advertisements, notifications, and branding are the property of the talent and/or agency that provides them and are not to be used by the client anywhere outside the Playdio device without express written consent from the content providers.
  28. Payment of royalties

    Playdio reports the licensing fees on your behalf, based on the information required by our licensing bodies. Failure to provide accurate details regarding usage, size of your venue, patronage, types of usage or any other relevant details requested by the licensing bodies will be your reposibility to reconcile and remit additional payment. (you can probably word that better)
  29. Ownership of playdio device

    The use of the playdio device, in whole or as individual parts include the hard drive, may or may not be included in your subscription. The playdio device is not sold to you, and any up front costs are of a set up nature only. You do not purchase the playdio device from playdio inc. The device is rented to you, for a fee.
  30. Ownership of music and content

    By subscribing to the services of playdio, and it’s partners, you are licensed to use the content only. You are not buying the music or content, it is not yours to keep. Upon termination of services by you or by playdio, the encrypted data, music and content on your playdio device will be deleted. IT is not yours to keep.
  31. Device warranty

    • In the event of a device failure, playdio will arrange for delivery of a replacement device during the following business day. Playdio is not responsible for delays during shipping or delivery due to third party services, weather, errors or geographical difficulties. The failed device will be returned to playdio immediately. If the failed device is found to be not defective and in good working order, is found to have been tampered with, or damaged due to impact, spill, heat or any other reason known or unknown, the client is responsible for the shipping cost of the new and damaged devices, and will also be responsible to pay a new setup fee of the new device based on their current retail pricing of the original subscription level.
    • INSTALLATION OF DEVICE – Playdio provides detailed instructions regarding installation and connection of your device. Playdio support is available during office hours, and by Playdio, Inc. Subscriber Agreement appointment to assist remotely during installation if necessary. Not included in installation is support, conversion and assistance regarding new or existing music or video system support.
  32. Background Music Licensing

    I understand that Background Music licensing, is for the use of music only provided by Playdio Inc, and this agreement and licensing term does not cover your business for the use of a DJ, Band, Karaoke or any other form of music, television or video entertainment.