User Terms of Service

 

Last Modified: [25/06/2024]

 

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

 

Our User Terms of Service is a contract that governs our customers' use of the Mood services. It consists of the following documents:

 

General Terms: These contain the core legal and commercial terms that apply to your use of our products and services. 

 

DJ Specific Terms: These include any additional terms that apply to your subscription and the use of our services, and third-party services.

 

Customer Specific Terms: These include the terms applicable to the customers of the subscribers that will have access and receive services from our platform.

 

Your Subscription Form is the Mood-approved form created following your purchase of one of our packages through our online payment process. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees. You’ll find your Subscription Form(s) in the Accounts and Billing section of your Mood portal. You can learn more about how to locate your Subscription Form, invoices and receipts at [link to be provided].

 

By using the Subscription Service you are agreeing to these terms.

 

We update these terms from time to time. If you have an active Mood subscription, we will let you know when we update the terms via email (if you subscribe to receive email updates). You can find archived versions of the General Terms, Product Specific Terms, Jurisdiction Specific Terms in our archives at URL.

 

1.  DEFINITIONS

 

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

 

"Agreement" means the General Terms and all materials referred or linked to in here, including any tutorials unless otherwise stated.

 

"Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

 

"Billing Period" means the period for which you agree to prepay fees under a Subscription Form. This may be the same length as the Subscription Term specified in the Subscription Form, or it may be shorter.

 

“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

 

"Contact Information" means the name, email address, phone number, online username(s), telephone number, and similar information submitted by contacts to the Platform or uploaded by you to the Platform.

 

"Customer" means a single individual/client whose Contact Information is stored by you in the Platform.

 

"Customer Data" means all information that you submit or collect via the Platform. Customer Data does not include Mood Content.

 

"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Platform.

 

"Mood Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Platform.

 

"Order" or "Subscription Form" means the Mood-approved form or online subscription process by which you agree to subscribe to the Subscription Service and Platform.

 

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws in Cyprus as defined in our Privacy Policy.

 

"Platform" means the professional services provided to you by us, which may include training services, installation, integration.

 

"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

 

"Subscription Fee" means the amount you pay for the Subscription Service. The Subscription Fee is Euro 25 per customer account and shall be activated and charged upon the completion of the complimentary 7-day trial period at the beginning of your subscription.

 

"Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under a Subscription Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via [link to be provided] or another designated URL, and any ancillary products and services, including website hosting, that we provide to you. Payments are excluded from Subscription Services and are governed separately under the Payments Terms of Use. The Subscription Service provides you with a total of 50GB storage space to upload your personal content. Please note that you must ensure you have and it is your responsibility to obtain and maintain at all times the appropriate licenses and/or any other regulatory approvals and/or rights to use for any content you upload.

 

"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).

 

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Mood apps available from, for example, our marketplaces, directories, and links made available through the Subscription Service and non-Mood services listed on [link to be provided]

 

"Third-Party Sites" means third-party websites linked to from within the Subscription Services.

 

“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your Mood customers for a period of one month, but this amount excludes fees for renewals and applicable taxes.

 

"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

 

"Mood", "we", "us" or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.

 

"You" or "your" or “User” means the person or entity using the Subscription Service and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

 

2.  USE OF SERVICES

 

2.1 Access.

 

During the Subscription Term, we will provide you with access to use the Subscription Service as described in this Agreement and the applicable Subscription Order. We might provide some or all elements of the Subscription Service through third party service providers.

 

You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access to your Customers provided that, all such access, use and receipt is subject to and in compliance with the Agreement and you will at all times remain liable for your Customers compliance with the Agreement.

 

You must ensure that any Users maintain any necessary licenses and/or comply with any other regulatory requirements in their respective local jurisdictions. It is your exclusive responsibility to ensure that you obtain and maintain throughout the period you use our Platform all necessary licenses and/or comply with any other regulatory requirements in your respective local jurisdiction(s). For more information you may check [link to be provided].

 

2.2 Availability and Uptime.

 

2.3 You must be 18 years of age or older to use the Subscription Service.

 

2.4 Upgrades and Downgrades - We strive to provide the best service for our users, however, we cannot guarantee the uninterrupted or error-free function of the Platform or that the defects will be corrected or that it will be free of viruses. Therefore, we do not warrant that the Platform, any of its functions or any content contained therein will be uninterrupted or error-free; that defects will be corrected; or that the Platform or the servers that make them available are free of viruses or other harmful components. We may suspend or withdraw or restrict the availability of all or part of the Platform for business or operational reasons for any upgrades or downgrades or it may be suspended or unavailable for reasons beyond our control. You are responsible for ensuring that all persons who access our website through you or as your customers are aware of the possibility of restricted availability of the Platform as per the above.

 

2.5 Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your subscription, please refer to [link to be provided].

 

2.6 Customer Support. For information on the customer support terms that apply to your subscription.

 

2.7 Prohibited and Unauthorized Use. You will not use the Subscription Service in any way that violates the General Terms and Condition or for any purpose or in any manner that is unlawful or prohibited by this Agreement.

 

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

 

You will notify us promptly of any unauthorized use of your users’ identifications and passwords or your account by following the instructions at [link to be provided].

 

2.9 No Sensitive Information. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

 

3.  FEES

 

3.1 Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription (i) you subscribe to additional features or products, (ii) otherwise agreed to by you and us.

 

3.2 Fee Adjustments. We reserve the right to change the Subscription Fees and charge differently for its Services. In such event the new fees will be posted on [link to be provided]. These changes will not affect the DJ who has already paid fees for a specific period. In this case the new fees will apply at the moment of the renewal of the subscription by the DJ.

 

3.3 Payment of Fees. You can make a Payment using credit/debit cards (Visa, Mastercard) and through other means as may be available on the Platform from time to time You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

 

3.4 Payment Information. You will keep your Authorized Payment Method, contact information, billing information up to date for the payment of incurred and recurring fees, as applicable. Changes may be made on your Billing Page within your Mood account. You authorize Mood to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. In order to secure your payment we collaborate with regulated and certified payment agents who are responsible for effecting the payment. In order to secure your payment we collaborate with regulated and certified payment agents who are responsible for effecting the payment. In order to secure the payment you will be directed to the secure page of the payment agent which is linked to our website. All payments are effected and routed via the Payment Agent at all times. The Payment Agent will process all payments in accordance with their respective T&Cs which can be found at https://stripe.com/en-cy/privacy .  

 

3.5 Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.  If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged.

 

4.  TERM AND TERMINATION

 

4.1 Term and Renewal. Your initial subscription term will be specified in your Subscription Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term.

 

4.2 Notice of Non-Renewal.  Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the Mood product and edition you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Terms.

 

If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Mood account, or by following the steps at this knowledge base article [link to be provided].

 

4.3 Early Cancellation.  You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription.

 

4.4 In case of non-renewal or early termination or ay termination of your subscription all data will be maintained for a maximum period of 90 calendar days. Following this period, all data will be permanently deleted.

 

4.5 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

 

We may also terminate this Agreement for cause on 5 (five) calendar days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

 

4.6 Suspension

 

4.6.1 Suspension for Prohibited Acts

 

We may suspend any User’s access to any or all Subscription Services without notice for:

 

(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,

 

(ii) use of the Platform in any illegal or unauthorized way, for example, you should not interfere with the Platform or try to access it using a method other than the interface and the instructions that we provide, or

 

(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.  

 

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the General Terms and Conditions, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to pre-screen, control, monitor or edit your Customer Data or Customer Materials.

 

4.6.2 Suspension for Non-Payment

 

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

 

Please note that if the Subscription Fees remain unpaid we reserve the right to remove the service. Any data uploaded to your subscription will be deleted with the completion of 90 calendar days of an unpaid service.

 

4.7 You will continue to be subject to this Agreement for as long as you have access to a Mood account.

 

Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Mood Content.

 

5.  CUSTOMER DATA

 

5.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data and we are not responsible in any way with regards to any Customer Materials and Customer Data posted on the Platform. You grant permission to us to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service to you and as otherwise permitted by this Agreement. We will not under any circumstances pre-screen, audit or confirm in any way the Customer Materials and Customer Data uploaded by you.

 

5.2 Limits on Mood. We will use Customer Data only in order to provide the Subscription Service to you and only as permitted by applicable law and this Agreement. You represent and warrant to us that you have obtained all necessary permissions with regards to the collection and use of the Customer Data and obtaining such permissions remains your responsibility.

 

5.3 Data Practices and Machine Learning.

 

5.3.1 Usage Data. We may collect information about you and your Customers when you interact with the Subscription Service as permitted by the Agreement.

 

5.3.2 Machine Learning. We may, as permitted by this Agreement, use Customer Data in an anonymized manner for machine learning to support certain product features and functionality within the Subscription Service.

 

5.3.3 Privacy Policy. For more information on these practices, please see our Privacy Policy.

 

5.4 Protection of Customer Data. The terms of the Privacy Policy are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The Privacy Policy sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the Privacy Policy, including our security measures.

 

5.5 Regional Data Hosting. We will store your Customer Data in a specific location or geographical region as part of your subscription.

 

5.6 Retention, Deletion and Retrieval of Customer Data. All Customer Data shall be maintained for a maximum period of 90 calendar days. Following this period, all Customer Data will be permanently deleted. For information regarding the retention and deletion of Customer Data, please see our Privacy Policy.

 

6.  INTELLECTUAL PROPERTY

 

6.1 This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Mood Content, the Subscription Service and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Mood Content, the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include, but aren’t limited to, our logo and you may not use any of these without our prior written permission.

 

6.2 We encourage all customers to comment on the Subscription Service provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service without payment or attribution to you.

 

7.  CONFIDENTIALITY

 

7.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service and except for your Mood Solutions Partner bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

 

7.2  The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information..

 

8.  PUBLICITY

 

You grant us the right to add your name and company logo to our customer list and website.

 

You can opt-out of this use by filling out the Publicity Opt-Out form at [link to be provided]

 

9.  INDEMNIFICATION

 

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of

 

(i) unauthorized or illegal use of the Subscription Service by you or your Customers,

 

(ii) your or your Customers' noncompliance with or breach of this Agreement,

 

(iii) your or your Customers' use of Third-Party Products, or

 

(iv) the unauthorized use of the Subscription Service by any other person using your User information.

 

We will notify you in writing within thirty (30) calendar days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

 

10.  DISCLAIMERS; LIMITATION OF LIABILITY

 

10.1 Performance Warranty. We warrant that: (i) the Subscription Service will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to you if you only use the Free Services.

 

In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period.  If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

 

We will not have any obligation or liability under this section if the non-conformance is caused by or based on:

 

(i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us,

 

(ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, or

 

(iii) use of the Subscription Service in violation of or outside the scope of this Agreement.

 

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

 

10.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, MOOD CONTENT, FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, MOOD CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

10.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

 

10.4 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL COMMITTED SUBSCRIPTION VALUE.

 

10.5 Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

 

10.6 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

 

11.  MISCELLANEOUS

 

11.1 Amendment; No Waiver.

 

We may modify any part or all of the Agreement by posting a revised version at [link to be provided]. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification.  If you would like to receive an email notification when we update the Agreement, complete the form found at [link to be provided].

 

If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at [link to be provided] will apply.  However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

 

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

 

11.2 Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

 

11.3 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

 

11.5 Compliance with Laws. The laws of Cyprus apply to these Terms, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.

 

11.6 Severability. If any part of this Agreement or a Subscription Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

 

11.7 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Mood affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

 

11.8 Legal matters

 

We do not provide any form of legal cover to any natural person or legal entity who utilize our services to distribute content with any copyright protection. Under no circumstances will we be responsible for the behaviour of any DJ or their customers when found to be uploading and/or utilizing protected content. All licensing, copyright and royalty issues are the sole responsibility of the individual DJs.

 

We do not provide any form of music licensing or coverage for royalties. We recommend always consulting with qualified professionals or the relevant authorities for your country regarding copyright and licensing.