General terms and conditions
Termini e condizioni generali
GENERAL TERMS AND CONDITIONS OF THE MUSIC YOUR BRAND SERVICE (B2B)
Last updated: _25 January 2025_
Newton & Associati 1997 SL, with registered office at C/ Provença 290, Ppal. 1ª, 08008 Barcelona, Spain, VAT ESB66809971, registered with the Barcelona Commercial Registry, Sheet B-488608, Volume 45461, Page 160, operates the Music Your Brand service and brand (hereinafter “Music Your Brand”, “MYB” or the “Supplier”).
These General Terms and Conditions (the “Terms”) govern access to, activation of and use of Music Your Brand services.
The Services are provided exclusively on a professional B2B basis and are available solely for Locations situated in Italy and Spain.
They are not intended for consumers acting outside their trade, business, craft or profession.
Activation of a Subscription, acceptance of an Order or quotation, or use of the Service following electronic acceptance of these Terms constitutes full acceptance of the Terms.
1.1. These Terms apply to Music Your Brand services supplied through websites, restricted areas, applications, streaming URLs, players, compatible devices and optional modules made available by MYB.
1.2. The Service may only be activated for Locations situated in Italy or Spain. Any use, redirection, transmission or activation in another country requires MYB's prior written authorisation and, where available, activation of a different service specifically intended for the relevant territory.
1.3. For the purposes of these Terms:
a) “Customer” means any company, undertaking, entity, association, professional or other person acting in the course of its business that subscribes to or uses the Service;
b) “Service” means the Music Your Brand service covered by the Order, including, according to the selected plan, music streaming, in-store radio, music programming, playlists, announcements, advertising spots, applications, integrations and ancillary modules;
c) “Order” means an online order, commercial quotation, proposal, specific agreement or other written document identifying the plan, duration, number of Locations, territory, price and activated services;
d) “Location” means each retail outlet, premises, office or other physical environment situated in Italy or Spain and expressly activated under the Order;
e) “MYB Content” means music streams, playlists, programming, audio productions, announcements and other content supplied directly through the Service;
f) “Customer Content” means texts, trade marks, recordings, audio files, voice-overs, images, videos, data or other materials supplied, uploaded or requested by the Customer;
g) “Subscription” means the paid plan activated by the Customer;
h) “Trial” means the free trial period governed by Art. 5;
i) “Rights Management Organisations” means collective management organisations, independent management entities, organisations managing neighbouring rights and any other body legally entitled to license or collect remuneration in connection with the public use of music or phonograms;
j) “Payment Provider” means PayPal, Stripe, a card issuer, bank or other payment intermediary.
1.4. This English version is provided solely for contractual and linguistic convenience, including for international groups operating in Italy or Spain, and does not extend the territory of the Service beyond Italy and Spain.
1.5. Any person accepting these Terms on behalf of the Customer represents that they have authority to bind the Customer.
2.1. The contractual relationship consists, as applicable, of:
a) the Order or specific agreement;
b) any technical, financial or service schedules;
c) any applicable Data Processing Agreement or privacy agreement;
d) these Terms;
e) the applicable price page or tariff;
f) any SLA;
g) any expressly incorporated technical or activation documentation.
2.2. In the event of conflict, the following order of precedence applies: specific agreement or Order; DPA for data protection matters only; SLA for service levels and remedies; these Terms; tariffs and technical documentation.
2.3. The Order prevails over these Terms only in respect of matters expressly governed by the Order.
2.4. Purchase terms or other documents unilaterally issued by the Customer shall not apply unless expressly accepted in writing by MYB.
2.5. Final activation is subject to receipt of required information, acceptance of applicable documents and, where required, payment.
3.1. MYB provides a professional digital music programming and distribution service primarily intended for background music in commercial and professional premises.
3.2. The catalogue may include commercial and mainstream music, national and international repertoire, phonographic recordings, editorial playlists and other musical content made available to MYB through its sources, suppliers, licensors or professional platforms.
3.3. MYB is responsible for agreements, rights or authorisations which, under applicable law, relate exclusively to MYB's activity as supplier of the Service. This does not include public-performance, communication-to-the-public or similar licences, remuneration or obligations for the Customer's Locations, which are governed by Art. 10.
3.4. The Service may include moods, playlists, scheduling, seasonal content, announcements, advertising spots, multi-location tools and other features specified in the Order.
3.5. MYB may update, replace, add or remove tracks, artists, albums, playlists, moods or features while preserving the essential nature of the Service.
3.6. Unless specifically agreed in writing, permanent availability of any particular title, artist, label or repertoire is not guaranteed.
4.1. The Service may be delivered through restricted areas, desktop or mobile applications, streaming URLs, players, decoders, compatible devices or other tools indicated by MYB.
4.2. Unless a customised project or Customer-related impediment applies, MYB normally activates the Service within 72 hours after receipt of a complete Order, all necessary information and any required payment.
4.3. The Customer shall keep credentials, URLs and devices secure and permit their use only by authorised personnel.
4.4. Each Location must be expressly activated. Credentials and streams may not be used at Locations not included in the Order.
4.5. The Customer is responsible for its internet connection, local network, firewall, audio system, electricity supply, devices and configuration.
4.6. Content or scheduling changes included in the plan are normally handled within 2 working days, provided that the request is complete and compatible with the Service.
5.1. MYB may grant a 14-day free Trial, normally available once per Customer identified by its company name, VAT number or equivalent business identifier.
5.2. The Trial allows the Customer to assess the functionality, quality and technical compatibility of the Service.
5.3. The Trial does not include, replace or grant any public-performance or communication-to-the-public licence payable or otherwise required from the Customer by Rights Management Organisations.
5.4. The Customer may use the Service publicly during the Trial only where it already holds all licences, authorisations and registrations required for public use of the relevant music at the Location.
5.5. Where such licences are not in place, the Trial must be limited to internal technical or demonstration purposes not accessible to the public.
5.6. The Trial does not automatically convert into a paid Service unless expressly selected by the Customer and the activation procedure is completed.
5.7. At the end of the Trial, if no Subscription is activated, MYB may disable accounts, streams, applications and features.
5.8. SLA remedies or credits do not apply to a free Trial.
6.1. Unless otherwise stated in the Order, a Subscription has an annual term and renews automatically for successive annual periods.
6.2. Where the Order expressly provides for a monthly plan, it renews automatically for successive monthly periods.
6.3. The Customer may disable automatic renewal at any time using the available tools or by written notice to MYB.
6.4. Cancellation takes effect at the end of the period already paid for. The Service remains available until that date unless suspended or terminated under these Terms.
6.5. No pro-rata refunds are due for unused periods resulting from the Customer's choice, temporary closure of a Location, non-use or early cancellation.
6.6. Free periods, discounts or promotional conditions do not alter the term or renewal arrangements unless otherwise agreed in writing.
7.1. Prices, billing frequency, currency and included services are set out in the Order, quotation or applicable tariff. Applicable taxes are added as required by law.
7.2. The Customer shall provide complete and up-to-date administrative and tax information.
7.3. MYB invoices on the basis of the information available and applicable law and may issue corrective documents where necessary.
7.4. Payment may be made through Stripe, PayPal, card, bank transfer or another method made available by MYB.
7.5. For recurring plans, the Customer authorises payment at the scheduled intervals until automatic renewal is disabled.
7.6. Automatic annual indexation. Unless otherwise provided in the Order, the Subscription fee shall, upon each annual renewal, be automatically adjusted by an amount equal to the positive annual percentage change in the Spanish National General Consumer Price Index (IPC – Índice de Precios de Consumo) published by the Spanish National Statistics Institute (Instituto Nacional de Estadística – INE).
For monthly plans, the adjustment may be applied once every twelve months from the initial paid activation date.
The latest definitive official figure published and available on the adjustment date shall be used. Where the index variation is zero or negative, the price shall remain unchanged.
This adjustment operates automatically and shall not constitute a discretionary price change by MYB.
If the relevant index ceases to be published, is replaced or undergoes a substantial change, the official INE index replacing it or representing the most equivalent reference shall apply. If no clearly identifiable replacement exists, the criterion provided by Spanish law then in force for the revision of monetary values in contracts between private parties shall apply.
7.7. Further price changes. Without prejudice to Art. 7.6, MYB may make additional price changes for economic, commercial, regulatory, technological or organisational reasons, or due to evolution of the Service, by giving at least 60 days' prior notice.
The change shall apply from the next renewal. The Customer may disable renewal before the relevant date if it does not wish to accept the new price.
7.8. In the event of ordinary non-payment or a failed payment which does not result in a block, reversal or dispute, MYB may suspend the Service upon 72 hours' written notice.
7.9. Overdue amounts may accrue default interest and recovery costs to the extent permitted by applicable law, including, where applicable, Spanish Law 3/2004 on late payment in commercial transactions.
8.1. Payment is completed only when the amount has been credited and is freely available to MYB.
8.2. In the event of a reversal, chargeback, dispute, refund request, hold, reserve, withholding or other measure that makes or may concretely make the payment unavailable, MYB may suspend all or part of the affected Services.
8.3. Where a Payment Provider makes the amount unavailable, suspension may take immediate effect upon prior or simultaneous written notice, without the 72-hour notice period.
8.4. Suspension may affect accounts, Locations, streams, radio services, applications and optional services.
8.5. Any continued use through URLs, copies, recordings or previously configured devices following suspension is unauthorised by MYB.
8.6. Suspension remains in force until the dispute is finally resolved and the funds become freely available again, or the Customer makes a new full payment through an accepted method.
8.7. Opening a PayPal, Stripe, bank or card dispute does not constitute cancellation, withdrawal or termination and does not suspend accrued payment obligations.
8.8. A good-faith request for clarification or invoice correction does not by itself trigger suspension while the payment remains available.
8.9. Where suspension results from the Customer or payment method and is not attributable to MYB, it does not constitute a breach by MYB, does not extend the Subscription term and gives no right to refund, reduction, credit, extension or compensation.
8.10. Where a dispute is resolved in MYB's favour, the Customer remains liable for amounts due, documented Payment Provider fees and permitted recovery costs.
8.11. Where an error attributable to MYB is established, the Service shall be restored without undue delay and appropriate corrective measures shall be applied.
8.12. Repeated or manifestly unfounded chargebacks may constitute a material breach.
9.1. MYB may offer announcements, Text-to-Speech, Sonos integrations, custom URLs, players, decoders, Digital Signage, devices or additional support.
9.2. Optional services are subject to the prices and conditions stated in the Order.
9.3. Third-party applications, devices and platforms remain subject to the terms and updates of their respective providers.
9.4. MYB does not guarantee that third-party APIs, SDKs, firmware, operating systems or proprietary services will remain permanently available or compatible.
9.5. Third-party changes may require new configurations, alternative devices or additional support.
9.6. Unless otherwise stated, optional services are normally activated within 48 working hours following completion of the order and any required payment.
10.1. Music Your Brand is a professional music supply and programming service. The fee paid to MYB remunerates the MYB Service and does not include, replace or discharge any remuneration or licence which the Customer may be required to obtain or pay for public performance, communication to the public or other public use of music at its Locations.
10.2. The Customer is responsible for identifying, obtaining, maintaining and paying for all licences, authorisations, permits and remuneration required by applicable law and by the competent Rights Management Organisations for each Location and actual use.
10.3. Italy. For Locations in Italy, such obligations may include, depending on the relevant rights, repertoire, business sector and period, licences or remuneration administered by SIAE, Soundreef International, SCF, Nuovo IMAIE and/or the organisations, agents or collection arrangements competent from time to time. Any requests made by LEA or other entities in relation to periods, repertoires or mandates for which they were legally competent shall be assessed by the Customer according to the rules applicable to the relevant period.
10.4. Spain. For Locations in Spain, such obligations may include, depending on the relevant rights and repertoire, licences or remuneration administered by SGAE, AGEDI, AIE, their joint collection body/OCR and/or other legally competent organisations.
10.5. The above list is illustrative and not exhaustive. Mandates, represented repertoires, collection arrangements, tariffs and competencies may change independently of MYB.
10.6. MYB does not determine, certify or guarantee the amount payable by the Customer to Rights Management Organisations and does not provide legal or tariff advice regarding the Customer's individual position.
10.7. MYB invoices, activation confirmations, contracts, emails, screenshots, playback logs or other Service documentation evidence only the provision and source of the MYB Service and do not constitute a public-performance licence or a licence issued by SIAE, Soundreef, SCF, AGEDI-AIE, SGAE or any other Rights Management Organisation.
10.8. A payment request, inspection, assessment or claim received by the Customer from a Rights Management Organisation does not in itself constitute a breach by MYB and does not entitle the Customer to withhold Subscription payments, set off amounts or request a refund.
10.9. Upon reasonable request, MYB may provide technical information or logs reasonably available to it to help identify the Service or music played, without assuming the Customer's obligations towards Rights Management Organisations.
10.10. The Customer obligations under this Article do not extend to rights, authorisations or obligations which by law attach exclusively to MYB's own activity as service provider and are directly and exclusively attributable to MYB.
10.11. Where the Customer uses other music sources at the same Location, including radio, television, Spotify, YouTube, local files, DJs, live music or other services, the Customer remains fully responsible for all related licensing requirements and any resulting effect on its position with Rights Management Organisations.
10.12. MYB does not authorise use of the Service outside Italy and Spain.
11.1. The MYB catalogue is dynamic and may change for editorial, contractual, technical or territorial reasons or as a result of changes made by content suppliers.
11.2. No specific artist, title, album, label or repertoire is guaranteed permanently unless agreed in writing.
11.3. MYB may remove or replace content where required by licensors, suppliers, rights holders, authorities or compliance requirements.
11.4. The Customer acquires no ownership rights in music transmitted through the Service.
11.5. Filters, editorial preferences and exclusion requests are implemented within technically available limits and do not constitute an absolute guarantee regarding any individual item of content.
12.1. The Customer retains its rights in Customer Content and grants MYB the licence necessary to use such Content for delivery of the Service.
12.2. The Customer warrants that it holds all necessary rights, consents and authorisations for texts, music, recordings, images, trade marks, names, voices, personal data, advertising messages, prices and offers supplied to MYB.
12.3. Music, music beds or recordings contained in Customer Content and not supplied by MYB are not automatically covered by the Service.
12.4. The Customer remains responsible for any licences required for such content.
12.5. MYB may refuse or remove material that is manifestly unlawful, misleading, incompatible or potentially infringes third-party rights.
12.6. The Customer is responsible for the commercial, legal and linguistic accuracy of its announcements.
12.7. In the absence of an express written assignment, no transfer of MYB's or its suppliers' intellectual property rights shall be presumed.
12.8. The Customer shall indemnify MYB against third-party claims resulting from Customer Content or Customer instructions, to the extent permitted by law.
13.1. The Customer shall use the Service diligently, pay amounts when due, comply with the authorised territory and maintain adequate infrastructure and licences.
13.2. The Customer shall not:
a) use MYB outside Italy or Spain;
b) use accounts or streams for non-activated Locations;
c) copy, download, record, extract or redistribute content except as technically authorised;
d) resell or sublicense the Service without written agreement;
e) circumvent access controls or security measures;
f) reverse engineer, scrape or extract the catalogue;
g) continue using the Service following suspension or termination;
h) present MYB documentation as a licence issued by a Rights Management Organisation;
i) use the Service for unlawful activities.
13.3. Unauthorised use may result in suspension, termination and recovery of documented losses.
14.1. MYB shall provide the Service with reasonable professional care and diligence.
14.2. Unless prevented by particular circumstances:
a) Service activation normally occurs within 72 hours;
b) optional modules are normally activated within 48 working hours;
c) included programming changes are normally handled within 2 working days;
d) paid support is normally provided within 5 working days following confirmation and payment.
14.3. The Service is designed for 24/7 availability, subject to maintenance, updates, security, force majeure and external technical dependencies.
14.4. For a continuous interruption exceeding 48 working hours directly attributable to MYB and under its control, the remedy provided by any applicable SLA shall apply and may consist of a credit, extension or proportional adjustment.
14.5. No credit or refund is due for issues caused by the Customer's connection, network, firewall, audio system, devices, software, third-party services, non-compliant configuration or failure to cooperate.
14.6. MYB does not guarantee financial results, increased sales, footfall or other commercial outcomes.
15.1. MYB is not responsible for failures caused by internet connectivity, local networks, power outages, Customer audio systems, Customer devices, incorrect configuration or compromised credentials.
15.2. Systems including Sonos, Amazon, Apple, Google, Barix, Volumio, Raspberry, operating systems, browsers, app stores and other third-party technologies remain under the control of their respective providers.
15.3. MYB does not guarantee the continued availability of third-party APIs, SDKs, firmware, tokens, authentication systems or features.
15.4. MYB shall take reasonable steps to propose alternative configurations or solutions where reasonably possible.
15.5. Neither Party shall be liable for force majeure events outside its reasonable control.
16.1. Software, platforms, interfaces, trade marks, domains, documentation, methods, programming, know-how, databases and MYB materials belong to MYB or their respective owners.
16.2. The Contract grants only the right to use the Service at the authorised Locations.
16.3. The Customer may not reproduce, modify, distribute, sell, license or create derivative works from MYB materials without written authorisation.
16.4. Each Party shall keep confidential any non-public technical, commercial, financial or organisational information received from the other Party.
16.5. Confidentiality obligations survive termination for as long as the relevant information remains confidential.
17.1. MYB may immediately suspend the Service where necessary due to:
a) payment matters under Arts. 7 and 8;
b) unlawful or unauthorised use;
c) use outside the authorised territory;
d) security risks;
e) intellectual property or privacy infringements;
f) an order from a competent authority;
g) a material breach by the Customer.
17.2. In remediable non-urgent cases, MYB shall provide a reasonable period to remedy the breach.
17.3. Either Party may terminate the Contract for a material breach not remedied within the applicable period.
17.4. MYB may terminate immediately in the event of fraud, repeated manifestly unfounded chargebacks, abusive access, unauthorised resale or material legal or security exposure.
17.5. Upon termination:
a) the right to use the Service ends;
b) accounts and streams may be disabled;
c) accrued amounts remain payable;
d) devices not owned by the Customer must be returned;
e) the Customer shall cease using documentation implying that an MYB Service remains active.
17.6. Termination does not create a right to a refund except where required by law, an SLA or a specific written agreement.
18.1. MYB is liable for proven direct losses caused by its breach, subject to applicable law and this Article.
18.2. To the extent permitted by law, MYB is not liable for indirect, consequential, incidental or reputational losses or for loss of profits, revenue, customers, goodwill, opportunity, data or business interruption.
18.3. Except for wilful misconduct, gross negligence or liability which may not legally be limited, MYB's aggregate liability under the Contract shall not exceed the amount actually paid by the Customer for the affected Service during the 12 months preceding the event giving rise to the claim.
18.4. MYB is not responsible for:
a) licences or remuneration payable by the Customer to Rights Management Organisations under Art. 10;
b) Customer Content;
c) external music sources;
d) use outside authorised Locations or territory;
e) failures attributable to the Customer or third parties;
f) use following suspension;
g) amounts paid, admissions, agreements or settlements independently made by the Customer with third parties;
h) commercial or promotional results.
18.5. The Customer shall indemnify MYB against claims, penalties, costs and losses arising from:
a) failure to obtain or maintain public-performance or communication-to-the-public licences for which the Customer is responsible;
b) Customer Content;
c) unlawful, territorial or otherwise unauthorised use;
d) infringement of third-party rights;
e) external music sources;
f) breach of these Terms attributable to the Customer.
18.6. The Customer indemnity does not apply to obligations or claims arising exclusively from a breach directly attributable to MYB in relation to activities which by law are exclusively MYB's responsibility as supplier.
18.7. Where multiple causes contribute to a loss, responsibility shall be allocated in proportion to the reasonably ascertainable causal contribution.
18.8. The Customer shall take reasonable steps to mitigate any loss.
19.1. The Parties shall process personal data in accordance with the GDPR and applicable law.
19.2. For administrative, contractual, tax and business-contact information, each Party normally acts as an independent controller.
19.3. MYB processes account, support, billing and Service usage data in accordance with its Privacy Policy.
19.4. Where MYB processes personal data on behalf of the Customer, the Parties shall apply a Data Processing Agreement compliant with Art. 28 GDPR.
19.5. The Customer is responsible for the legal bases, notices and consents required for personal data included in Customer Content.
19.6. MYB may use technical, cloud and SaaS suppliers and subprocessors in accordance with applicable requirements.
20.1. Ordinary notices may be sent to the email address associated with the account. Cancellation, disputes, suspension and termination notices must be made in writing using a method capable of being retained as evidence.
20.2. The Customer is responsible for keeping its contact details current.
20.3. MYB may amend these Terms for regulatory, technical, security or Service-development reasons. Material changes shall be notified with reasonable notice and shall apply to new Orders and to existing Subscriptions from the next renewal unless accepted earlier.
20.4. Urgent changes required by law, an authority or security needs may take effect from the notified date.
20.5. Automatic indexation and further price changes are governed by Arts. 7.6 and 7.7.
20.6. The Customer may not assign the Contract, accounts or rights without MYB's prior written consent.
20.7. Electronic acceptance, account records, emails and durable records constitute evidence of the agreement to the extent permitted by law.
20.8. The applicable contractual version is the version in the language of the Order or acceptance. The Italian, Spanish and English versions are intended to be substantially equivalent.
20.9. The English version is provided for linguistic convenience and does not extend the Service beyond Italy and Spain.
20.10. These Terms are made available through MYB channels in a form which may be consulted and reproduced.
21.1. The Contract is governed by Spanish law, taking into account Regulation (EC) No 593/2008 (“Rome I”) in cross-border relationships and any applicable mandatory rules.
21.2. Before commencing court proceedings, the Parties shall attempt in good faith to resolve the dispute in writing. This does not constitute mandatory mediation and does not prevent urgent or interim measures.
21.3. The courts of Barcelona, Spain shall have exclusive jurisdiction over disputes relating to the Contract, to the extent permitted by Regulation (EU) No 1215/2012 and applicable mandatory rules.
21.4. Invalidity or unenforceability of one provision does not affect the remaining provisions.
21.5. Failure to exercise a right does not constitute waiver.
21.6. Provisions relating to accrued payments, intellectual property, confidentiality, liability, indemnities, data protection and governing law survive termination to the extent required.
21.7. These Terms apply to new Orders from publication and to existing Subscriptions from the first renewal following notification or from earlier express acceptance.
21.8. Where Articles 1341 and 1342 of the Italian Civil Code or equivalent rules are applicable, clauses concerning automatic renewal, cancellation, absence of refunds, price indexation and variation, suspension, chargebacks, third-party service limitations, responsibility for Rights Management Organisation licences, prohibited uses, liability limitations, indemnities, termination, contractual amendments, governing law and jurisdiction are subject to specific approval.
21.9. Separate written or electronic acceptance of the clauses referred to in Art. 21.8 constitutes specific approval to the extent permitted by applicable law.
21.10. Electronic acceptance systems shall identify the version of the Terms accepted and retain reasonable evidence of acceptance.
Last updated: _25 January 2025_
Newton & Associati 1997 SL, with registered office at C/ Provença 290, Ppal. 1ª, 08008 Barcelona, Spain, VAT ESB66809971, registered with the Barcelona Commercial Registry, Sheet B-488608, Volume 45461, Page 160, operates the Music Your Brand service and brand (hereinafter “Music Your Brand”, “MYB” or the “Supplier”).
These General Terms and Conditions (the “Terms”) govern access to, activation of and use of Music Your Brand services.
The Services are provided exclusively on a professional B2B basis and are available solely for Locations situated in Italy and Spain.
They are not intended for consumers acting outside their trade, business, craft or profession.
Activation of a Subscription, acceptance of an Order or quotation, or use of the Service following electronic acceptance of these Terms constitutes full acceptance of the Terms.
ART. 1 – SCOPE, TERRITORY AND DEFINITIONS
1.1. These Terms apply to Music Your Brand services supplied through websites, restricted areas, applications, streaming URLs, players, compatible devices and optional modules made available by MYB.
1.2. The Service may only be activated for Locations situated in Italy or Spain. Any use, redirection, transmission or activation in another country requires MYB's prior written authorisation and, where available, activation of a different service specifically intended for the relevant territory.
1.3. For the purposes of these Terms:
a) “Customer” means any company, undertaking, entity, association, professional or other person acting in the course of its business that subscribes to or uses the Service;
b) “Service” means the Music Your Brand service covered by the Order, including, according to the selected plan, music streaming, in-store radio, music programming, playlists, announcements, advertising spots, applications, integrations and ancillary modules;
c) “Order” means an online order, commercial quotation, proposal, specific agreement or other written document identifying the plan, duration, number of Locations, territory, price and activated services;
d) “Location” means each retail outlet, premises, office or other physical environment situated in Italy or Spain and expressly activated under the Order;
e) “MYB Content” means music streams, playlists, programming, audio productions, announcements and other content supplied directly through the Service;
f) “Customer Content” means texts, trade marks, recordings, audio files, voice-overs, images, videos, data or other materials supplied, uploaded or requested by the Customer;
g) “Subscription” means the paid plan activated by the Customer;
h) “Trial” means the free trial period governed by Art. 5;
i) “Rights Management Organisations” means collective management organisations, independent management entities, organisations managing neighbouring rights and any other body legally entitled to license or collect remuneration in connection with the public use of music or phonograms;
j) “Payment Provider” means PayPal, Stripe, a card issuer, bank or other payment intermediary.
1.4. This English version is provided solely for contractual and linguistic convenience, including for international groups operating in Italy or Spain, and does not extend the territory of the Service beyond Italy and Spain.
1.5. Any person accepting these Terms on behalf of the Customer represents that they have authority to bind the Customer.
ART. 2 – CONTRACTUAL DOCUMENTS AND ORDER OF PRECEDENCE
2.1. The contractual relationship consists, as applicable, of:
a) the Order or specific agreement;
b) any technical, financial or service schedules;
c) any applicable Data Processing Agreement or privacy agreement;
d) these Terms;
e) the applicable price page or tariff;
f) any SLA;
g) any expressly incorporated technical or activation documentation.
2.2. In the event of conflict, the following order of precedence applies: specific agreement or Order; DPA for data protection matters only; SLA for service levels and remedies; these Terms; tariffs and technical documentation.
2.3. The Order prevails over these Terms only in respect of matters expressly governed by the Order.
2.4. Purchase terms or other documents unilaterally issued by the Customer shall not apply unless expressly accepted in writing by MYB.
2.5. Final activation is subject to receipt of required information, acceptance of applicable documents and, where required, payment.
ART. 3 – PURPOSE AND NATURE OF THE SERVICE
3.1. MYB provides a professional digital music programming and distribution service primarily intended for background music in commercial and professional premises.
3.2. The catalogue may include commercial and mainstream music, national and international repertoire, phonographic recordings, editorial playlists and other musical content made available to MYB through its sources, suppliers, licensors or professional platforms.
3.3. MYB is responsible for agreements, rights or authorisations which, under applicable law, relate exclusively to MYB's activity as supplier of the Service. This does not include public-performance, communication-to-the-public or similar licences, remuneration or obligations for the Customer's Locations, which are governed by Art. 10.
3.4. The Service may include moods, playlists, scheduling, seasonal content, announcements, advertising spots, multi-location tools and other features specified in the Order.
3.5. MYB may update, replace, add or remove tracks, artists, albums, playlists, moods or features while preserving the essential nature of the Service.
3.6. Unless specifically agreed in writing, permanent availability of any particular title, artist, label or repertoire is not guaranteed.
ART. 4 – ACTIVATION, ACCOUNTS AND DELIVERY
4.1. The Service may be delivered through restricted areas, desktop or mobile applications, streaming URLs, players, decoders, compatible devices or other tools indicated by MYB.
4.2. Unless a customised project or Customer-related impediment applies, MYB normally activates the Service within 72 hours after receipt of a complete Order, all necessary information and any required payment.
4.3. The Customer shall keep credentials, URLs and devices secure and permit their use only by authorised personnel.
4.4. Each Location must be expressly activated. Credentials and streams may not be used at Locations not included in the Order.
4.5. The Customer is responsible for its internet connection, local network, firewall, audio system, electricity supply, devices and configuration.
4.6. Content or scheduling changes included in the plan are normally handled within 2 working days, provided that the request is complete and compatible with the Service.
ART. 5 – FREE TRIAL
5.1. MYB may grant a 14-day free Trial, normally available once per Customer identified by its company name, VAT number or equivalent business identifier.
5.2. The Trial allows the Customer to assess the functionality, quality and technical compatibility of the Service.
5.3. The Trial does not include, replace or grant any public-performance or communication-to-the-public licence payable or otherwise required from the Customer by Rights Management Organisations.
5.4. The Customer may use the Service publicly during the Trial only where it already holds all licences, authorisations and registrations required for public use of the relevant music at the Location.
5.5. Where such licences are not in place, the Trial must be limited to internal technical or demonstration purposes not accessible to the public.
5.6. The Trial does not automatically convert into a paid Service unless expressly selected by the Customer and the activation procedure is completed.
5.7. At the end of the Trial, if no Subscription is activated, MYB may disable accounts, streams, applications and features.
5.8. SLA remedies or credits do not apply to a free Trial.
ART. 6 – TERM, RENEWAL AND CANCELLATION
6.1. Unless otherwise stated in the Order, a Subscription has an annual term and renews automatically for successive annual periods.
6.2. Where the Order expressly provides for a monthly plan, it renews automatically for successive monthly periods.
6.3. The Customer may disable automatic renewal at any time using the available tools or by written notice to MYB.
6.4. Cancellation takes effect at the end of the period already paid for. The Service remains available until that date unless suspended or terminated under these Terms.
6.5. No pro-rata refunds are due for unused periods resulting from the Customer's choice, temporary closure of a Location, non-use or early cancellation.
6.6. Free periods, discounts or promotional conditions do not alter the term or renewal arrangements unless otherwise agreed in writing.
ART. 7 – PRICES, INDEXATION, TAXES, INVOICING AND PAYMENT
7.1. Prices, billing frequency, currency and included services are set out in the Order, quotation or applicable tariff. Applicable taxes are added as required by law.
7.2. The Customer shall provide complete and up-to-date administrative and tax information.
7.3. MYB invoices on the basis of the information available and applicable law and may issue corrective documents where necessary.
7.4. Payment may be made through Stripe, PayPal, card, bank transfer or another method made available by MYB.
7.5. For recurring plans, the Customer authorises payment at the scheduled intervals until automatic renewal is disabled.
7.6. Automatic annual indexation. Unless otherwise provided in the Order, the Subscription fee shall, upon each annual renewal, be automatically adjusted by an amount equal to the positive annual percentage change in the Spanish National General Consumer Price Index (IPC – Índice de Precios de Consumo) published by the Spanish National Statistics Institute (Instituto Nacional de Estadística – INE).
For monthly plans, the adjustment may be applied once every twelve months from the initial paid activation date.
The latest definitive official figure published and available on the adjustment date shall be used. Where the index variation is zero or negative, the price shall remain unchanged.
This adjustment operates automatically and shall not constitute a discretionary price change by MYB.
If the relevant index ceases to be published, is replaced or undergoes a substantial change, the official INE index replacing it or representing the most equivalent reference shall apply. If no clearly identifiable replacement exists, the criterion provided by Spanish law then in force for the revision of monetary values in contracts between private parties shall apply.
7.7. Further price changes. Without prejudice to Art. 7.6, MYB may make additional price changes for economic, commercial, regulatory, technological or organisational reasons, or due to evolution of the Service, by giving at least 60 days' prior notice.
The change shall apply from the next renewal. The Customer may disable renewal before the relevant date if it does not wish to accept the new price.
7.8. In the event of ordinary non-payment or a failed payment which does not result in a block, reversal or dispute, MYB may suspend the Service upon 72 hours' written notice.
7.9. Overdue amounts may accrue default interest and recovery costs to the extent permitted by applicable law, including, where applicable, Spanish Law 3/2004 on late payment in commercial transactions.
ART. 8 – PAYMENT DISPUTES, PAYPAL, STRIPE, CHARGEBACKS AND SUSPENSION
8.1. Payment is completed only when the amount has been credited and is freely available to MYB.
8.2. In the event of a reversal, chargeback, dispute, refund request, hold, reserve, withholding or other measure that makes or may concretely make the payment unavailable, MYB may suspend all or part of the affected Services.
8.3. Where a Payment Provider makes the amount unavailable, suspension may take immediate effect upon prior or simultaneous written notice, without the 72-hour notice period.
8.4. Suspension may affect accounts, Locations, streams, radio services, applications and optional services.
8.5. Any continued use through URLs, copies, recordings or previously configured devices following suspension is unauthorised by MYB.
8.6. Suspension remains in force until the dispute is finally resolved and the funds become freely available again, or the Customer makes a new full payment through an accepted method.
8.7. Opening a PayPal, Stripe, bank or card dispute does not constitute cancellation, withdrawal or termination and does not suspend accrued payment obligations.
8.8. A good-faith request for clarification or invoice correction does not by itself trigger suspension while the payment remains available.
8.9. Where suspension results from the Customer or payment method and is not attributable to MYB, it does not constitute a breach by MYB, does not extend the Subscription term and gives no right to refund, reduction, credit, extension or compensation.
8.10. Where a dispute is resolved in MYB's favour, the Customer remains liable for amounts due, documented Payment Provider fees and permitted recovery costs.
8.11. Where an error attributable to MYB is established, the Service shall be restored without undue delay and appropriate corrective measures shall be applied.
8.12. Repeated or manifestly unfounded chargebacks may constitute a material breach.
ART. 9 – OPTIONAL SERVICES, DEVICES AND THIRD-PARTY SERVICES
9.1. MYB may offer announcements, Text-to-Speech, Sonos integrations, custom URLs, players, decoders, Digital Signage, devices or additional support.
9.2. Optional services are subject to the prices and conditions stated in the Order.
9.3. Third-party applications, devices and platforms remain subject to the terms and updates of their respective providers.
9.4. MYB does not guarantee that third-party APIs, SDKs, firmware, operating systems or proprietary services will remain permanently available or compatible.
9.5. Third-party changes may require new configurations, alternative devices or additional support.
9.6. Unless otherwise stated, optional services are normally activated within 48 working hours following completion of the order and any required payment.
ART. 10 – MAINSTREAM REPERTOIRE, PUBLIC-PERFORMANCE LICENCES AND RIGHTS MANAGEMENT ORGANISATIONS
10.1. Music Your Brand is a professional music supply and programming service. The fee paid to MYB remunerates the MYB Service and does not include, replace or discharge any remuneration or licence which the Customer may be required to obtain or pay for public performance, communication to the public or other public use of music at its Locations.
10.2. The Customer is responsible for identifying, obtaining, maintaining and paying for all licences, authorisations, permits and remuneration required by applicable law and by the competent Rights Management Organisations for each Location and actual use.
10.3. Italy. For Locations in Italy, such obligations may include, depending on the relevant rights, repertoire, business sector and period, licences or remuneration administered by SIAE, Soundreef International, SCF, Nuovo IMAIE and/or the organisations, agents or collection arrangements competent from time to time. Any requests made by LEA or other entities in relation to periods, repertoires or mandates for which they were legally competent shall be assessed by the Customer according to the rules applicable to the relevant period.
10.4. Spain. For Locations in Spain, such obligations may include, depending on the relevant rights and repertoire, licences or remuneration administered by SGAE, AGEDI, AIE, their joint collection body/OCR and/or other legally competent organisations.
10.5. The above list is illustrative and not exhaustive. Mandates, represented repertoires, collection arrangements, tariffs and competencies may change independently of MYB.
10.6. MYB does not determine, certify or guarantee the amount payable by the Customer to Rights Management Organisations and does not provide legal or tariff advice regarding the Customer's individual position.
10.7. MYB invoices, activation confirmations, contracts, emails, screenshots, playback logs or other Service documentation evidence only the provision and source of the MYB Service and do not constitute a public-performance licence or a licence issued by SIAE, Soundreef, SCF, AGEDI-AIE, SGAE or any other Rights Management Organisation.
10.8. A payment request, inspection, assessment or claim received by the Customer from a Rights Management Organisation does not in itself constitute a breach by MYB and does not entitle the Customer to withhold Subscription payments, set off amounts or request a refund.
10.9. Upon reasonable request, MYB may provide technical information or logs reasonably available to it to help identify the Service or music played, without assuming the Customer's obligations towards Rights Management Organisations.
10.10. The Customer obligations under this Article do not extend to rights, authorisations or obligations which by law attach exclusively to MYB's own activity as service provider and are directly and exclusively attributable to MYB.
10.11. Where the Customer uses other music sources at the same Location, including radio, television, Spotify, YouTube, local files, DJs, live music or other services, the Customer remains fully responsible for all related licensing requirements and any resulting effect on its position with Rights Management Organisations.
10.12. MYB does not authorise use of the Service outside Italy and Spain.
ART. 11 – CATALOGUE, PROGRAMMING AND CONTENT AVAILABILITY
11.1. The MYB catalogue is dynamic and may change for editorial, contractual, technical or territorial reasons or as a result of changes made by content suppliers.
11.2. No specific artist, title, album, label or repertoire is guaranteed permanently unless agreed in writing.
11.3. MYB may remove or replace content where required by licensors, suppliers, rights holders, authorities or compliance requirements.
11.4. The Customer acquires no ownership rights in music transmitted through the Service.
11.5. Filters, editorial preferences and exclusion requests are implemented within technically available limits and do not constitute an absolute guarantee regarding any individual item of content.
ART. 12 – CUSTOMER CONTENT, ADVERTISING SPOTS AND CUSTOM PRODUCTIONS
12.1. The Customer retains its rights in Customer Content and grants MYB the licence necessary to use such Content for delivery of the Service.
12.2. The Customer warrants that it holds all necessary rights, consents and authorisations for texts, music, recordings, images, trade marks, names, voices, personal data, advertising messages, prices and offers supplied to MYB.
12.3. Music, music beds or recordings contained in Customer Content and not supplied by MYB are not automatically covered by the Service.
12.4. The Customer remains responsible for any licences required for such content.
12.5. MYB may refuse or remove material that is manifestly unlawful, misleading, incompatible or potentially infringes third-party rights.
12.6. The Customer is responsible for the commercial, legal and linguistic accuracy of its announcements.
12.7. In the absence of an express written assignment, no transfer of MYB's or its suppliers' intellectual property rights shall be presumed.
12.8. The Customer shall indemnify MYB against third-party claims resulting from Customer Content or Customer instructions, to the extent permitted by law.
ART. 13 – CUSTOMER OBLIGATIONS AND PROHIBITED USES
13.1. The Customer shall use the Service diligently, pay amounts when due, comply with the authorised territory and maintain adequate infrastructure and licences.
13.2. The Customer shall not:
a) use MYB outside Italy or Spain;
b) use accounts or streams for non-activated Locations;
c) copy, download, record, extract or redistribute content except as technically authorised;
d) resell or sublicense the Service without written agreement;
e) circumvent access controls or security measures;
f) reverse engineer, scrape or extract the catalogue;
g) continue using the Service following suspension or termination;
h) present MYB documentation as a licence issued by a Rights Management Organisation;
i) use the Service for unlawful activities.
13.3. Unauthorised use may result in suspension, termination and recovery of documented losses.
ART. 14 – MYB OBLIGATIONS, SERVICE LEVELS AND SUPPORT
14.1. MYB shall provide the Service with reasonable professional care and diligence.
14.2. Unless prevented by particular circumstances:
a) Service activation normally occurs within 72 hours;
b) optional modules are normally activated within 48 working hours;
c) included programming changes are normally handled within 2 working days;
d) paid support is normally provided within 5 working days following confirmation and payment.
14.3. The Service is designed for 24/7 availability, subject to maintenance, updates, security, force majeure and external technical dependencies.
14.4. For a continuous interruption exceeding 48 working hours directly attributable to MYB and under its control, the remedy provided by any applicable SLA shall apply and may consist of a credit, extension or proportional adjustment.
14.5. No credit or refund is due for issues caused by the Customer's connection, network, firewall, audio system, devices, software, third-party services, non-compliant configuration or failure to cooperate.
14.6. MYB does not guarantee financial results, increased sales, footfall or other commercial outcomes.
ART. 15 – TECHNICAL DEPENDENCIES, SONOS, THIRD-PARTY SERVICES AND FORCE MAJEURE
15.1. MYB is not responsible for failures caused by internet connectivity, local networks, power outages, Customer audio systems, Customer devices, incorrect configuration or compromised credentials.
15.2. Systems including Sonos, Amazon, Apple, Google, Barix, Volumio, Raspberry, operating systems, browsers, app stores and other third-party technologies remain under the control of their respective providers.
15.3. MYB does not guarantee the continued availability of third-party APIs, SDKs, firmware, tokens, authentication systems or features.
15.4. MYB shall take reasonable steps to propose alternative configurations or solutions where reasonably possible.
15.5. Neither Party shall be liable for force majeure events outside its reasonable control.
ART. 16 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY
16.1. Software, platforms, interfaces, trade marks, domains, documentation, methods, programming, know-how, databases and MYB materials belong to MYB or their respective owners.
16.2. The Contract grants only the right to use the Service at the authorised Locations.
16.3. The Customer may not reproduce, modify, distribute, sell, license or create derivative works from MYB materials without written authorisation.
16.4. Each Party shall keep confidential any non-public technical, commercial, financial or organisational information received from the other Party.
16.5. Confidentiality obligations survive termination for as long as the relevant information remains confidential.
ART. 17 – SUSPENSION, TERMINATION AND EFFECTS OF TERMINATION
17.1. MYB may immediately suspend the Service where necessary due to:
a) payment matters under Arts. 7 and 8;
b) unlawful or unauthorised use;
c) use outside the authorised territory;
d) security risks;
e) intellectual property or privacy infringements;
f) an order from a competent authority;
g) a material breach by the Customer.
17.2. In remediable non-urgent cases, MYB shall provide a reasonable period to remedy the breach.
17.3. Either Party may terminate the Contract for a material breach not remedied within the applicable period.
17.4. MYB may terminate immediately in the event of fraud, repeated manifestly unfounded chargebacks, abusive access, unauthorised resale or material legal or security exposure.
17.5. Upon termination:
a) the right to use the Service ends;
b) accounts and streams may be disabled;
c) accrued amounts remain payable;
d) devices not owned by the Customer must be returned;
e) the Customer shall cease using documentation implying that an MYB Service remains active.
17.6. Termination does not create a right to a refund except where required by law, an SLA or a specific written agreement.
ART. 18 – LIABILITY, LIMITATIONS AND INDEMNITIES
18.1. MYB is liable for proven direct losses caused by its breach, subject to applicable law and this Article.
18.2. To the extent permitted by law, MYB is not liable for indirect, consequential, incidental or reputational losses or for loss of profits, revenue, customers, goodwill, opportunity, data or business interruption.
18.3. Except for wilful misconduct, gross negligence or liability which may not legally be limited, MYB's aggregate liability under the Contract shall not exceed the amount actually paid by the Customer for the affected Service during the 12 months preceding the event giving rise to the claim.
18.4. MYB is not responsible for:
a) licences or remuneration payable by the Customer to Rights Management Organisations under Art. 10;
b) Customer Content;
c) external music sources;
d) use outside authorised Locations or territory;
e) failures attributable to the Customer or third parties;
f) use following suspension;
g) amounts paid, admissions, agreements or settlements independently made by the Customer with third parties;
h) commercial or promotional results.
18.5. The Customer shall indemnify MYB against claims, penalties, costs and losses arising from:
a) failure to obtain or maintain public-performance or communication-to-the-public licences for which the Customer is responsible;
b) Customer Content;
c) unlawful, territorial or otherwise unauthorised use;
d) infringement of third-party rights;
e) external music sources;
f) breach of these Terms attributable to the Customer.
18.6. The Customer indemnity does not apply to obligations or claims arising exclusively from a breach directly attributable to MYB in relation to activities which by law are exclusively MYB's responsibility as supplier.
18.7. Where multiple causes contribute to a loss, responsibility shall be allocated in proportion to the reasonably ascertainable causal contribution.
18.8. The Customer shall take reasonable steps to mitigate any loss.
ART. 19 – PERSONAL DATA PROTECTION
19.1. The Parties shall process personal data in accordance with the GDPR and applicable law.
19.2. For administrative, contractual, tax and business-contact information, each Party normally acts as an independent controller.
19.3. MYB processes account, support, billing and Service usage data in accordance with its Privacy Policy.
19.4. Where MYB processes personal data on behalf of the Customer, the Parties shall apply a Data Processing Agreement compliant with Art. 28 GDPR.
19.5. The Customer is responsible for the legal bases, notices and consents required for personal data included in Customer Content.
19.6. MYB may use technical, cloud and SaaS suppliers and subprocessors in accordance with applicable requirements.
ART. 20 – NOTICES, AMENDMENTS, ASSIGNMENT AND LANGUAGE
20.1. Ordinary notices may be sent to the email address associated with the account. Cancellation, disputes, suspension and termination notices must be made in writing using a method capable of being retained as evidence.
20.2. The Customer is responsible for keeping its contact details current.
20.3. MYB may amend these Terms for regulatory, technical, security or Service-development reasons. Material changes shall be notified with reasonable notice and shall apply to new Orders and to existing Subscriptions from the next renewal unless accepted earlier.
20.4. Urgent changes required by law, an authority or security needs may take effect from the notified date.
20.5. Automatic indexation and further price changes are governed by Arts. 7.6 and 7.7.
20.6. The Customer may not assign the Contract, accounts or rights without MYB's prior written consent.
20.7. Electronic acceptance, account records, emails and durable records constitute evidence of the agreement to the extent permitted by law.
20.8. The applicable contractual version is the version in the language of the Order or acceptance. The Italian, Spanish and English versions are intended to be substantially equivalent.
20.9. The English version is provided for linguistic convenience and does not extend the Service beyond Italy and Spain.
20.10. These Terms are made available through MYB channels in a form which may be consulted and reproduced.
ART. 21 – GOVERNING LAW, JURISDICTION AND FINAL PROVISIONS
21.1. The Contract is governed by Spanish law, taking into account Regulation (EC) No 593/2008 (“Rome I”) in cross-border relationships and any applicable mandatory rules.
21.2. Before commencing court proceedings, the Parties shall attempt in good faith to resolve the dispute in writing. This does not constitute mandatory mediation and does not prevent urgent or interim measures.
21.3. The courts of Barcelona, Spain shall have exclusive jurisdiction over disputes relating to the Contract, to the extent permitted by Regulation (EU) No 1215/2012 and applicable mandatory rules.
21.4. Invalidity or unenforceability of one provision does not affect the remaining provisions.
21.5. Failure to exercise a right does not constitute waiver.
21.6. Provisions relating to accrued payments, intellectual property, confidentiality, liability, indemnities, data protection and governing law survive termination to the extent required.
21.7. These Terms apply to new Orders from publication and to existing Subscriptions from the first renewal following notification or from earlier express acceptance.
21.8. Where Articles 1341 and 1342 of the Italian Civil Code or equivalent rules are applicable, clauses concerning automatic renewal, cancellation, absence of refunds, price indexation and variation, suspension, chargebacks, third-party service limitations, responsibility for Rights Management Organisation licences, prohibited uses, liability limitations, indemnities, termination, contractual amendments, governing law and jurisdiction are subject to specific approval.
21.9. Separate written or electronic acceptance of the clauses referred to in Art. 21.8 constitutes specific approval to the extent permitted by applicable law.
21.10. Electronic acceptance systems shall identify the version of the Terms accepted and retain reasonable evidence of acceptance.
