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, Folio 160, certified email address newtoneassociati1997sl@mypec.eu, owner of the Music Your Brand trademark (hereinafter “Music Your Brand” or the “Provider”), provides digital mainstream-music programming services for commercial and professional businesses exclusively in Italy and Spain.
These General Terms and Conditions (the “Terms”) govern access to, activation and use of the Music Your Brand service. The Service is supplied exclusively in a professional B2B context and is not intended for consumers acting for purposes outside their trade, business, craft or profession.
Activation of a Subscription, acceptance of an Order or quotation, or use of the Service after electronic acceptance of these Terms constitutes the Customer’s full acceptance of them.
ART. 1 – SCOPE AND DEFINITIONS
1.1. These Terms apply to services supplied under the Music Your Brand trademark through musicyourbrand.com, restricted areas, applications, streaming URLs, players, compatible devices and any optional modules activated by the Customer.
1.2. For the purposes of these Terms:
a) “Customer” means any business, company, organisation, association, professional or other party acting within the scope of its business activities that subscribes to or uses the Service;
b) “Service” means the Music Your Brand service covered by the Order, including, according to the plan activated, mainstream music streaming, in-store radio, music programming, moods, playlists, announcements, advertising spots, Text-to-Speech, applications, integrations and ancillary modules;
c) “Order” means the online order, commercial quotation, engagement proposal, specific agreement or other written document identifying the plan, duration, number of Locations, country, price and services activated;
d) “Location” means each shop, venue, premises, site or physical environment expressly activated under the Order and situated in Italy or Spain;
e) “Authorised Territory” means Italy and Spain only. Use of the Service outside those countries is not authorised;
f) “Music Your Brand Content” means mainstream music, schedules, moods, playlists, programming, audio productions, announcements and other content made available directly through the Service;
g) “Customer Content” means text, trademarks, recordings, audio files, voiceovers, images, videos, data or other materials supplied, uploaded or requested by the Customer;
h) “Public Performance Licences” means the permissions, subscriptions, remuneration or licences payable by the owner or operator of the Location to collective management organisations, independent management entities or other competent bodies in respect of copyright and related rights arising from the public performance of mainstream music;
i) “Subscription” means the paid plan activated by the Customer;
j) “Trial” means the free period governed by Art. 5;
k) “Payment Provider” means PayPal, Stripe, the card issuer, the bank or any other intermediary used for payment.
1.3. A person accepting these Terms on behalf of the Customer represents that they have the authority required to bind the Customer contractually.
1.4. Where an applicant is not acting within a professional or commercial activity, Music Your Brand may reject or discontinue activation of the Service.
ART. 2 – CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE
2.1. The contractual relationship consists, as applicable, of the following documents:
a) the Order or specific agreement;
b) any technical, financial or service schedules;
c) any applicable Data Processing Agreement or other privacy agreement;
d) these Terms;
e) the applicable pricing page;
f) any documentation confirming activation and the scope of the Service;
g) any Service Level Agreement (“SLA”).
2.2. In the event of conflict, the following order of precedence applies: the specific agreement or Order; any DPA solely in respect of personal-data matters; any Service documentation in respect of the Locations, country and features activated; any SLA in respect of service levels and remedies; these Terms; the pricing page and technical documentation.
2.3. The contract documents constitute the entire agreement between the Parties in relation to the activated Service and supersede previous communications concerning the same subject matter, except for matters expressly confirmed in writing.
2.4. Purchase terms or other documents unilaterally prepared by the Customer do not apply unless expressly accepted in writing by Music Your Brand.
2.5. Final activation is subject to receipt of the required information, acceptance of the applicable documents and, where required, payment.
ART. 3 – PURPOSE AND FEATURES OF THE SERVICE
3.1. Music Your Brand provides a digital mainstream-music programming and delivery service intended primarily for background music and in-store radio in commercial environments situated within the Authorised Territory.
3.2. The catalogue includes mainstream musical works and sound recordings owned by or entrusted to third-party right holders, publishers, producers, artists, licensors and parties represented by the relevant management organisations.
3.3. The Service may include moods, playlists, time-based programming, seasonal content, announcements, advertising spots, multi-location management tools and other features identified in the plan or Order.
3.4. Music selection is editorial and not on-demand. Unless a bespoke project has been expressly agreed, the Customer does not acquire the right to select or request the immediate playback of individual tracks, albums or artists.
3.5. Music Your Brand may update, replace, add or remove tracks, playlists, moods and features while preserving the essential nature of the subscribed Service. Permanent availability of any individual title, artist, label or catalogue is not guaranteed.
3.6. The Service is not a consumer streaming service and does not authorise the use of accounts or content originating from Spotify, YouTube, Apple Music, Amazon Music, Deezer or other platforms intended for private listening.
3.7. Uses other than background music or in-store radio, including public web radio, events, DJ sets, audiovisual synchronisation, social media, advertising campaigns, radio or television, require a separate written agreement and any further applicable licences.
ART. 4 – ACTIVATION, ACCOUNTS AND DELIVERY METHODS
4.1. The Service may be delivered through a Manager area, Location profiles, desktop or mobile applications, streaming URLs, players, decoders, compatible devices or other tools indicated by Music Your Brand.
4.2. Unless a bespoke project or an impediment attributable to the Customer applies, Music Your Brand activates the Service within 72 hours after receipt of a complete Order, the information required and any payment due.
4.3. Music Your Brand provides the necessary credentials or instructions. The Customer must:
a) keep credentials secure with due care;
b) permit their use only by authorised personnel;
c) notify Music Your Brand immediately of any loss, disclosure or suspected access;
d) keep account and contact details up to date.
4.4. Each Location must be expressly activated. Credentials, URLs and assigned devices may not be used for Locations, parties, activities or countries not included in the Order.
4.5. The Customer is responsible for its internet connection, local network, audio system, electricity supply, devices and configurations required to receive the Service.
4.6. Requests to modify content or programming included in the plan will normally be handled within 2 working days, provided they are complete and compatible with the activated Service.
ART. 5 – FREE TRIAL
5.1. Music Your Brand may grant a 14-day free Trial, available once only to each Customer identified by company name, VAT number or another equivalent business identifier.
5.2. The Trial allows the Customer to evaluate the Service technically and editorially, but it does not include or replace any Public Performance Licence.
5.3. The Customer may use the Trial in a Location open to the public only where it has already obtained and maintains all Public Performance Licences required in the relevant country and for the specific business category. Otherwise, the Trial must be used solely for internal demonstration and evaluation.
5.4. The Trial does not automatically convert into a paid service unless the Customer expressly chooses to proceed and completes the activation process.
5.5. At the end of the Trial, unless a Subscription is activated, Music Your Brand may disable accounts, streams, applications and related features.
5.6. Creating multiple accounts or using different details to obtain additional Trial periods is misuse and may result in immediate suspension.
5.7. SLA credits or remedies do not apply to the free Trial.
ART. 6 – TERM, RENEWAL AND CANCELLATION
6.1. The term of the Subscription is selected in the Order:
a) a monthly plan automatically renews for successive monthly periods;
b) an annual plan automatically renews for successive annual periods;
c) bespoke agreements have the term stated in the relevant Order or agreement.
6.2. The Customer may disable automatic renewal at any time through the available tools or by written notice to Music Your Brand.
6.3. Cancellation takes effect at the end of the period already paid. The Service remains available until that date, unless suspended or terminated under these Terms.
6.4. No pro-rata refund is available for unused Subscription periods resulting from the Customer’s choice, temporary closure of a Location, non-use or early cancellation.
6.5. Free periods, discounts or promotional terms do not alter the term or renewal of the Subscription unless otherwise stated in writing.
ART. 7 – PRICES, TAXES, INVOICING AND ORDINARY PAYMENT
7.1. Prices, billing frequency, currency and included services are stated in the Order, quotation or applicable pricing page. Applicable taxes are added in accordance with the relevant law.
7.2. The Music Your Brand fee covers the digital Service, programming, platform management and activities included in the plan. It does not include Public Performance Licences or remuneration payable by the Customer to management organisations or other right holders.
7.3. The Customer must provide complete, accurate and current administrative and tax information, including its legal name, registered office, VAT number or equivalent business identifier and billing address. Changes must be notified without delay.
7.4. Music Your Brand issues invoices on the basis of the available information and applicable law. Where tax treatment or details need to be corrected, it may issue a corrective invoice or another document permitted by law.
7.5. Payment may be made through Stripe, PayPal, card, bank transfer or another method made available by Music Your Brand.
7.6. Under recurring plans, the Customer authorises the applicable fee to be charged on each due date using the payment method linked to the account until automatic renewal is disabled.
7.7. Music Your Brand may change prices by giving at least 60 days’ notice. The change applies from the next renewal, and the Customer may disable renewal before that date.
7.8. In the event of ordinary non-payment or a failed charge that does not involve a block, reversal or dispute of the amount, Music Your Brand may suspend the Service on 72 hours’ written notice.
7.9. Overdue amounts may bear late-payment interest and recovery costs to the extent permitted by applicable law, including, where applicable, Spanish Law 3/2004 on commercial transactions.
ART. 8 – PAYMENT DISPUTES, REVERSALS, CHARGEBACKS AND SUSPENSION
8.1. Payment is completed only when the amount has been effectively credited and is freely available to Music Your Brand.
8.2. In the event of cancellation, reversal, chargeback, dispute, refund request, block, reserve, withholding or any other action or measure taken by the Customer, bank, card issuer or Payment Provider that makes or may realistically make the amount unavailable, Music Your Brand may suspend all or part of the services connected with the affected payment.
8.3. Where the Payment Provider’s action makes the amount unavailable, suspension may take effect immediately upon receipt of the relevant notice, subject to prior or simultaneous written notice to the Customer, notwithstanding the 72-hour notice under Art. 7.8.
8.4. Suspension may apply to accounts, Locations, streams, radio services, applications, optional services and the contractual right to access and use Music Your Brand Content. From the time of suspension, the Customer must immediately cease all use of the Service and related streams.
8.5. Any use after suspension, including through URLs, copies, recordings or previously configured devices, is without contractual authorisation and remains the Customer’s sole responsibility.
8.6. Suspension remains in force until:
a) the dispute has been finally resolved and the amount is again freely available to Music Your Brand; or
b) the Customer has paid all amounts due by another payment method accepted by Music Your Brand.
8.7. Opening a dispute through PayPal, Stripe, a bank, a card issuer or another intermediary does not constitute cancellation, withdrawal or termination of the Contract and does not suspend accrued payment obligations.
8.8. A good-faith request for clarification or invoice correction does not in itself result in suspension while the payment remains available. The Customer is invited to contact support@musicyourbrand.com before starting a chargeback, where reasonably possible.
8.9. Where suspension results from an action by the Customer, a payment dispute or a payment-method problem not attributable to Music Your Brand, it:
a) does not constitute a breach by Music Your Brand;
b) does not extend the Subscription term;
c) does not give rise to any refund, reduction, credit, extension, damages or compensation.
8.10. If the dispute is resolved in favour of Music Your Brand, the Customer remains liable for the amounts due, documented Payment Provider charges, late-payment interest and any recovery costs permitted by law.
8.11. If the dispute is resolved in favour of the Customer or an error attributable to Music Your Brand is established, Music Your Brand will restore the Service without undue delay and apply the relevant corrective measures, such as a corrective invoice, refund, credit or proportionate extension.
8.12. Repeated or manifestly unfounded disputes, chargebacks or reversal requests may constitute a material breach and may result in termination of the Contract, without prejudice to recovery of amounts due and any damages.
ART. 9 – OPTIONAL SERVICES, DEVICES AND THIRD-PARTY SERVICES
9.1. Music Your Brand may offer optional modules or services, including, by way of example, Text-to-Speech, announcements, Digital Signage, Sonos integrations, customised URLs, players, decoders, devices and additional technical assistance.
9.2. Optional services are activated separately and are subject to the prices and conditions stated in the relevant Order or quotation. Their suspension or termination does not automatically terminate the principal Subscription.
9.3. Third-party applications, devices, audio systems and platforms remain subject to the terms, updates and limitations of their respective manufacturers or providers.
9.4. Music Your Brand does not guarantee that third-party APIs, SDKs, firmware, operating systems or proprietary services will remain available or compatible in the future. Changes decided by third parties may require reconfiguration or paid assistance.
9.5. Any sale, rental, loan, configuration or shipment of devices is governed by the specific Order. Manufacturer warranties and responsibilities remain applicable under the law and device documentation.
9.6. Unless otherwise stated, optional services are normally activated within 48 working hours after completion of the order and receipt of payment or any required deposit.
ART. 10 – MAINSTREAM CATALOGUE, TERRITORY AND PUBLIC PERFORMANCE LICENCES
10.1. For the duration of a paid and finally activated Subscription, Music Your Brand grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access the Service and use Music Your Brand Content solely:
a) in the activated Locations;
b) in Italy or Spain, according to the country stated in the Order;
c) for background music or in-store radio and any further uses expressly stated in the Order;
d) through authorised accounts, streams and tools;
e) provided that the Customer has obtained and maintains the applicable Public Performance Licences.
10.2. The Music Your Brand Subscription does not include, replace or pay for Public Performance Licences required for the communication to the public of mainstream music at the Location.
10.3. Before starting public performance and throughout its duration, the Customer must obtain, maintain and pay directly for all permissions and remuneration required by law and the competent bodies. In particular, by way of example and subject to changes in repertoire, mandates and collection arrangements:
a) in Italy, fees may be payable for copyright administered by SIAE and/or other competent collecting entities, including Soundreef, as well as related rights collected, according to the category and applicable system, through SIAE, SCF, Nuovo IMAIE or other competent organisations;
b) in Spain, licences or remuneration may be payable to SGAE for authors and publishers and to AGEDI-AIE for phonogram producers and performers, together with any other bodies competent for the specific use.
10.4. The names of management organisations in Art. 10.3 are informative and non-exhaustive. The Customer must verify the obligations actually applying to its business, category, surface area, number of devices, duration, type of use and repertoire.
10.5. Music Your Brand does not set management-organisation tariffs, does not collect on their behalf unless a specific written agreement states otherwise, does not guarantee reductions or exemptions and is not liable for the Customer’s failure, delay or error in obtaining the required clearance.
10.6. Payment of the Music Your Brand Subscription alone does not authorise public performance without the Public Performance Licences. Similarly, payment to a single management organisation does not necessarily establish compliance with all copyright and related-right obligations.
10.7. The free Trial does not include any Public Performance Licence. Public use during the Trial is allowed only where the Customer already holds all required permissions.
10.8. The Service is authorised exclusively in Italy and Spain. The Service may not be used, transmitted, redirected, made accessible or performed in any other country. Music Your Brand may apply territorial controls, suspend accounts used outside the Authorised Territory and, where appropriate, propose migration to the MoosBox service.
10.9. Each Location must have a valid Subscription or be expressly included in a multi-location agreement and must be independently cleared for its Public Performance Licences.
10.10. Activation documentation, invoices, Provider statements or any certificates relating to the Service establish only the contractual relationship and the origin of the Music Your Brand stream. They do not replace licences issued by management organisations and do not certify payment of fees due by the Customer.
10.11. In the event of an inspection, request or claim from a management organisation or third party, the Customer must:
a) request written notice and details of the claim;
b) identify the Location, date, time, playback method and, where available, the detected content;
c) verify which Public Performance Licences are active;
d) manage directly the obligations and payments for which it is responsible;
e) forward to support@musicyourbrand.com any documentation relating to the stream or operation of the Service where Music Your Brand’s technical or documentary support is required.
10.12. The contractual right to access and use the Service is automatically suspended or ends upon suspension, expiry or termination of the Subscription. The Customer must immediately cease using Music Your Brand streams, without prejudice to its obligations towards management organisations, which remain governed by the applicable relationships and rules.
ART. 11 – CATALOGUE MANAGEMENT AND EDITORIAL PROGRAMMING
11.1. Music Your Brand Content includes mainstream works and recordings whose rights belong to their respective authors, publishers, producers, artists, labels and other right holders.
11.2. Music Your Brand does not transfer to the Customer any ownership right in the works or recordings in the catalogue. The Customer acquires only the contractual right to receive and use the stream within these Terms and the collective licences independently obtained.
11.3. Content availability also depends on third-party catalogues, mandates, licences, instructions, metadata and technical availability. Music Your Brand may remove or replace content where necessary for editorial, technical, legal or licensing reasons.
11.4. The Customer may not require the continuous presence of any particular artist, track, album, label or percentage of repertoire.
11.5. Playlists, moods and schedules are curated and updated according to editorial criteria, consistency with the environment, seasonality, new music releases, available classifications and the overall quality of the Service.
11.6. Customer requests are treated as editorial guidance and do not create a right to manual or immediate selection of individual tracks. Bespoke playlists or projects may be governed by a separate quotation.
11.7. Filters, classifications or notices, including those concerning explicit content, also depend on metadata supplied by right holders or distributors. Music Your Brand applies reasonable checks but does not guarantee the absolute completeness or accuracy of third-party metadata.
11.8. The Customer may not copy, download, record, extract, store, modify or redistribute tracks from the catalogue.
11.9. Music Your Brand may correct metadata, names, editorial associations or catalogue information where inaccuracies are identified, without this constituting a material change to the Service.
ART. 12 – CUSTOMER CONTENT AND BESPOKE PRODUCTIONS
12.1. The Customer retains the rights it holds in its Customer Content and grants Music Your Brand, for the term and purposes of the Service, a non-exclusive licence to host, process, technically adapt, record, convert, transmit and make such content available in the authorised Locations.
12.2. The Customer warrants that it has all rights, consents, licences and legal bases required for Customer Content, including, where applicable:
a) text, music, recordings and images;
b) trademarks, trade names and logos;
c) names, voices and performances of natural persons;
d) personal data contained in text, recordings or materials;
e) promotional messages, prices, offers and advertising claims.
12.3. Uploading or requesting the playback of music, jingles, recordings or other audio content supplied by the Customer is not automatically covered by the Music Your Brand Subscription or by arrangements relating to the mainstream catalogue. The Customer must independently obtain all required permissions and Public Performance Licences.
12.4. The Customer must not supply unlawful, misleading, defamatory, discriminatory, offensive content, content infringing third-party rights or content contrary to applicable law.
12.5. Music Your Brand may reject, suspend or remove Customer Content that appears manifestly unlawful, technically incompatible or potentially harmful, notifying the Customer where reasonably possible.
12.6. The Customer remains responsible for the commercial, legal and linguistic accuracy of its announcements and content, including any information, advertising, tax and data-protection obligations.
12.7. Rights in bespoke productions, jingles, voiceovers or other commissioned content are those stated in the specific quotation. In the absence of an express written assignment, no transfer to the Customer of Music Your Brand’s or its suppliers’ intellectual-property rights is presumed.
12.8. The Customer indemnifies Music Your Brand against third-party claims arising from Customer Content or instructions supplied in breach of this Article, to the extent permitted by law.
ART. 13 – CUSTOMER OBLIGATIONS AND PROHIBITED USES
13.1. The Customer undertakes to:
a) use the Service with due care and in accordance with these Terms;
b) pay amounts due to Music Your Brand on time;
c) obtain and maintain, at its own expense, all Public Performance Licences;
d) use the Service only in the authorised Locations, country and manner;
e) protect accounts, credentials, URLs and devices;
f) maintain adequate infrastructure, connectivity and audio systems;
g) cooperate with Music Your Brand in support, security and compliance activities;
h) provide, upon reasonable request, evidence of the licences or clearance required for public use.
13.2. It is prohibited to:
a) copy, download, record, extract, store or redistribute Music Your Brand Content, except to the extent technically necessary and authorised for the Service;
b) resell, sublicense, transfer or make the Service available to third parties, except under a written reseller or partnership agreement;
c) use an account or stream for non-activated Locations;
d) use or redirect the Service outside Italy and Spain;
e) circumvent technical restrictions, territorial controls, access controls or security measures;
f) carry out reverse engineering, scraping, unauthorised automated access or attempts to extract the catalogue;
g) use the Service for unlawful activities or to infringe the rights of others;
h) continue using streams after suspension, expiry or termination of the Subscription;
i) alter or remove identifiers, metadata or ownership information;
j) hold itself out as a right holder, licensor, management organisation or representative of Music Your Brand without written authorisation;
k) state or imply that the Music Your Brand Subscription includes or replaces SIAE, SCF, SGAE, AGEDI-AIE or other management-organisation licences.
13.3. Any unauthorised use may result in immediate suspension, termination, recovery of amounts due and a claim for documented damages.
13.4. Where Music Your Brand has reasonable grounds to believe that the Customer has not obtained the necessary Public Performance Licences or is using the Service outside the Authorised Territory, it may request clarification or supporting documentation and may suspend the Service while checks are carried out, where this is proportionate to the risk.
ART. 14 – MUSIC YOUR BRAND OBLIGATIONS, SERVICE LEVELS AND SUPPORT
14.1. Music Your Brand supplies the Service with reasonable professional skill and care, in accordance with the Order and applicable law.
14.2. Unless prevented by an impediment, bespoke project or missing information:
a) the Service is activated within 72 hours;
b) ancillary modules are normally activated within 48 working hours;
c) content changes included in the plan are normally handled within 2 working days.
14.3. The Service is designed to be available 24 hours a day, 7 days a week, subject to maintenance, updates, security, force majeure and external technical dependencies.
14.4. Where a continuous interruption exceeding 48 working hours is directly attributable to Music Your Brand and within its control, Music Your Brand will apply the remedy set out in the SLA, available on request, which may consist, as appropriate, of a credit, extension or proportionate adjustment for the unavailable Service period.
14.5. No credit or refund is due for disruption caused by connections, networks, audio systems, devices, Customer software, third-party services, non-compliant configurations, Sonos issues or lack of Customer cooperation.
14.6. Support included in the plan is supplied through Music Your Brand’s official channels. Activities not included, exceptional configurations and work required by Customer or third-party systems may be quoted separately.
14.7. Unless particular complexity is notified to the Customer, paid support is normally supplied within 5 working days after order confirmation and receipt of payment or any required deposit.
14.8. Music Your Brand does not guarantee financial results, increased sales, footfall, customer dwell time or other commercial results arising from use of music, announcements or the Service.
14.9. Music Your Brand does not provide legal or tariff advice on Public Performance Licences. Any information supplied is general and does not replace the Customer’s verification with the relevant management organisations or its advisers.
ART. 15 – TECHNICAL DEPENDENCIES, THIRD-PARTY SERVICES AND FORCE MAJEURE
15.1. Music Your Brand is not responsible for interruptions or malfunctions caused by:
a) the Customer’s internet connection, local network or audio system;
b) power outages, electrical faults or unavailability of the Location;
c) third-party devices or systems, including, by way of example, Sonos, Barix, Volumio, Raspberry, operating systems, browsers or app stores;
d) changes to APIs, SDKs, firmware or platforms decided by third parties;
e) cyberattacks, provider outages or events not reasonably controllable by Music Your Brand, provided they are not attributable to a breach of its security or duty-of-care obligations;
f) non-compliant use, compromised credentials or configurations performed by the Customer or third parties.
15.2. Music Your Brand will take reasonable measures to restore the Service or propose an alternative solution, without assuming the responsibilities of the relevant third-party manufacturer or provider.
15.3. Neither Party is liable for delay or failure caused by force majeure, including natural disasters, war, civil disorder, general strikes, governmental action, widespread telecommunications failures, public-health emergencies or other unforeseeable events outside the reasonable control of the affected Party.
15.4. The affected Party must notify the other without undue delay and take reasonable measures to limit the effects of the event.
ART. 16 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY
16.1. Software, platforms, interfaces, trademarks, logos, domains, documentation, programming methods, editorial selections, know-how, databases and Music Your Brand materials belong to Music Your Brand or the relevant licensors.
16.2. Mainstream musical works and recordings remain the property of their respective authors, publishers, producers, artists, labels and other right holders. Nothing in these Terms transfers those rights to the Customer.
16.3. The Contract grants only the limited access and use right stated in Art. 10 and does not transfer any ownership, title or further exploitation right to the Customer.
16.4. The Customer may not reproduce, modify, distribute, publish, sell, license, create derivative works from or use Music Your Brand materials or Content outside the Service without written authorisation from the competent right holders.
16.5. Each Party must keep confidential the technical, commercial, financial, strategic and organisational information received from the other Party that is not publicly available.
16.6. The confidentiality obligation does not apply to information that:
a) was lawfully known to the receiving Party;
b) becomes public without breach of the Contract;
c) is lawfully received from a third party;
d) must be disclosed by law or order of an authority, subject to prior notice to the other Party where permitted.
16.7. Intellectual-property and confidentiality obligations continue after termination of the Contract for as long as the information remains confidential or is protected by law.
ART. 17 – SUSPENSION, TERMINATION AND EFFECTS OF EXPIRY OR TERMINATION
17.1. Music Your Brand may immediately suspend the Service where necessary due to:
a) the payment circumstances under Arts. 7 and 8;
b) unlawful or unauthorised use;
c) use outside the Authorised Territory;
d) reasonable evidence that the required Public Performance Licences have not been obtained or maintained;
e) protection of the security of the Service or other users;
f) infringement of intellectual-property or privacy rights;
g) an order from an authority or a legal obligation;
h) a material breach by the Customer.
17.2. In remediable cases other than those requiring immediate action, Music Your Brand will notify the breach and allow a reasonable period for remedy.
17.3. Either Party may terminate the Contract for a material breach by the other Party that is not remedied within the reasonable period stated in the written notice.
17.4. Music Your Brand may terminate the Contract with immediate effect in the event of fraud, repeated manifestly unfounded chargebacks, use outside Italy or Spain, persistent failure to obtain the required licences, attempted unauthorised access, unauthorised resale or use exposing Music Your Brand to material legal or security risks.
17.5. Upon expiry or termination for any reason:
a) the contractual right to access and use the Service ends immediately;
b) the Customer must cease using Music Your Brand streams;
c) accounts, streams and features may be disabled;
d) accrued amounts remain payable;
e) devices not owned by the Customer must be returned in accordance with the Order;
f) the Customer must cease using documents or statements that assume an active Subscription.
17.6. Expiry or termination does not give rise to a refund, except where provided by law, the SLA, Art. 8.11 or a specific written agreement.
17.7. Termination of the Music Your Brand Service does not automatically alter the Customer’s obligations or relationships with management organisations, which must be managed directly by the Customer.
ART. 18 – LIABILITY, LIMITATIONS AND INDEMNITY
18.1. Music Your Brand is liable for proven direct loss caused by its breach, subject to applicable law and this Article.
18.2. To the extent permitted by law, Music Your Brand is not liable for indirect or consequential loss, loss of profits, revenue, customers, goodwill, opportunity, data or business interruption.
18.3. Except in cases of wilful misconduct, gross negligence or liability that cannot legally be limited, Music Your Brand’s aggregate liability arising from the Contract may 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. The limitations do not apply where the law prohibits exclusion or limitation of liability, including, where applicable, wilful misconduct, gross negligence, death or personal injury and mandatory data-protection liability.
18.5. Music Your Brand is not liable for:
a) Customer Content;
b) use of the Service outside its authorised scope or territory;
c) playback of music or content outside the Service;
d) malfunctions attributable to the Customer or third parties;
e) commercial or promotional results;
f) tariffs, requests, assessments, penalties or claims of management organisations arising from the Customer’s failure, delay or error in obtaining Public Performance Licences;
g) legal, tariff, repertoire or mandate changes decided by management organisations, authorities or third-party right holders.
18.6. The Customer indemnifies Music Your Brand against claims, penalties, costs and losses arising from Customer Content, unlawful use, use outside the territory, failure to obtain Public Performance Licences, infringement of third-party rights or breach of these Terms attributable to the Customer, to the extent permitted by law.
18.7. SLA credits or extensions are the principal remedy for availability disruption, subject to mandatory rights and cases of wilful misconduct or gross negligence.
ART. 19 – PERSONAL DATA PROTECTION
19.1. Each Party processes personal data in accordance with Regulation (EU) 2016/679 (“GDPR”) and applicable law.
19.2. For administrative, contractual, tax and commercial data and the details of their respective contacts, each Party normally acts as an independent controller.
19.3. Music Your Brand processes data relating to accounts, support, billing and Service use in accordance with its Privacy Policy available at musicyourbrand.com.
19.4. Where, for a specific Service, Music Your Brand processes personal data on behalf of the Customer and on its instructions, the Customer acts as controller and Music Your Brand as processor. The Parties will in that case enter into or apply a Data Processing Agreement or other written instrument compliant with Art. 28 GDPR.
19.5. The Customer is responsible for the legal basis, notices and any consents required for personal data contained in Customer Content, including names, voices, text, recordings and information concerning employees, customers or third parties.
19.6. Music Your Brand may use technical, cloud and SaaS suppliers and sub-processors in compliance with applicable obligations and reasonable security measures.
19.7. Where Music Your Brand acts as processor, it handles data-subject requests, incidents and deletion or return of data in accordance with the Customer’s instructions and the applicable privacy agreement.
19.8. Privacy communications may be sent to the contacts stated in the Privacy Policy or to support@musicyourbrand.com.
ART. 20 – NOTICES, AMENDMENTS, ASSIGNMENT AND LANGUAGE
20.1. Ordinary communications may be made through the email address associated with the account. Notices concerning cancellation, disputes, suspension or termination must be made in writing by email, certified email, registered post or another method that permits evidence to be retained.
20.2. Notices to Music Your Brand must be sent to support@musicyourbrand.com or any additional contact stated in the Order. The Customer is responsible for keeping its contact details current.
20.3. Music Your Brand may amend these Terms for legal, security, technical, territorial, licensing or Service-development reasons. Material amendments will be notified on reasonable notice and apply to new Orders and to existing Subscriptions from their next renewal, unless accepted earlier.
20.4. Urgent amendments required by law, an authority or a right holder, or necessary for security, may take effect from the date stated in the notice.
20.5. Price changes remain governed by Art. 7.7.
20.6. The Customer may not assign the Contract, accounts or rights arising from the Service without Music Your Brand’s prior written consent. Legal succession and corporate transactions notified to and accepted by the Parties remain unaffected.
20.7. Electronic acceptance, account records, emails and other retainable documents 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, English and Spanish versions are intended to have substantially equivalent content.
20.9. Following activation or confirmation of the Order, Music Your Brand sends confirmation to the email address associated with the account.
20.10. These Terms are made permanently accessible on musicyourbrand.com and in the dedicated section of the Manager profile in a form that can be consulted and reproduced.
ART. 21 – GOVERNING LAW, JURISDICTION AND FINAL PROVISIONS
21.1. The Contract is governed by Spanish law, subject to any applicable mandatory rules and relevant private-international-law provisions.
21.2. Before commencing court proceedings, the Parties undertake to attempt in good faith to resolve the dispute in writing through their respective contacts. This attempt is not mandatory mediation and does not prevent urgent or interim measures.
21.3. The courts of Barcelona, Spain have exclusive jurisdiction over any dispute concerning the existence, validity, interpretation, performance, suspension, expiry or termination of the Contract, subject to any mandatory jurisdiction, applicable rules and relevant international conventions.
21.4. The invalidity or unenforceability of any provision does not affect the validity of the remaining provisions. The Parties will replace the invalid provision with a lawful provision that preserves its commercial and contractual purpose as far as possible.
21.5. Failure to exercise a right does not constitute a waiver of that right.
21.6. Provisions concerning accrued payments, intellectual property, confidentiality, liability, data protection, licensing obligations and governing law survive termination to the extent necessary.
21.7. These Terms apply to new Orders from the date of publication and to existing Subscriptions from the first renewal following the relevant notice or from their express 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, Folio 160, certified email address newtoneassociati1997sl@mypec.eu, owner of the Music Your Brand trademark (hereinafter “Music Your Brand” or the “Provider”), provides digital mainstream-music programming services for commercial and professional businesses exclusively in Italy and Spain.
These General Terms and Conditions (the “Terms”) govern access to, activation and use of the Music Your Brand service. The Service is supplied exclusively in a professional B2B context and is not intended for consumers acting for purposes outside their trade, business, craft or profession.
Activation of a Subscription, acceptance of an Order or quotation, or use of the Service after electronic acceptance of these Terms constitutes the Customer’s full acceptance of them.
ART. 1 – SCOPE AND DEFINITIONS
1.1. These Terms apply to services supplied under the Music Your Brand trademark through musicyourbrand.com, restricted areas, applications, streaming URLs, players, compatible devices and any optional modules activated by the Customer.
1.2. For the purposes of these Terms:
a) “Customer” means any business, company, organisation, association, professional or other party acting within the scope of its business activities that subscribes to or uses the Service;
b) “Service” means the Music Your Brand service covered by the Order, including, according to the plan activated, mainstream music streaming, in-store radio, music programming, moods, playlists, announcements, advertising spots, Text-to-Speech, applications, integrations and ancillary modules;
c) “Order” means the online order, commercial quotation, engagement proposal, specific agreement or other written document identifying the plan, duration, number of Locations, country, price and services activated;
d) “Location” means each shop, venue, premises, site or physical environment expressly activated under the Order and situated in Italy or Spain;
e) “Authorised Territory” means Italy and Spain only. Use of the Service outside those countries is not authorised;
f) “Music Your Brand Content” means mainstream music, schedules, moods, playlists, programming, audio productions, announcements and other content made available directly through the Service;
g) “Customer Content” means text, trademarks, recordings, audio files, voiceovers, images, videos, data or other materials supplied, uploaded or requested by the Customer;
h) “Public Performance Licences” means the permissions, subscriptions, remuneration or licences payable by the owner or operator of the Location to collective management organisations, independent management entities or other competent bodies in respect of copyright and related rights arising from the public performance of mainstream music;
i) “Subscription” means the paid plan activated by the Customer;
j) “Trial” means the free period governed by Art. 5;
k) “Payment Provider” means PayPal, Stripe, the card issuer, the bank or any other intermediary used for payment.
1.3. A person accepting these Terms on behalf of the Customer represents that they have the authority required to bind the Customer contractually.
1.4. Where an applicant is not acting within a professional or commercial activity, Music Your Brand may reject or discontinue activation of the Service.
ART. 2 – CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE
2.1. The contractual relationship consists, as applicable, of the following documents:
a) the Order or specific agreement;
b) any technical, financial or service schedules;
c) any applicable Data Processing Agreement or other privacy agreement;
d) these Terms;
e) the applicable pricing page;
f) any documentation confirming activation and the scope of the Service;
g) any Service Level Agreement (“SLA”).
2.2. In the event of conflict, the following order of precedence applies: the specific agreement or Order; any DPA solely in respect of personal-data matters; any Service documentation in respect of the Locations, country and features activated; any SLA in respect of service levels and remedies; these Terms; the pricing page and technical documentation.
2.3. The contract documents constitute the entire agreement between the Parties in relation to the activated Service and supersede previous communications concerning the same subject matter, except for matters expressly confirmed in writing.
2.4. Purchase terms or other documents unilaterally prepared by the Customer do not apply unless expressly accepted in writing by Music Your Brand.
2.5. Final activation is subject to receipt of the required information, acceptance of the applicable documents and, where required, payment.
ART. 3 – PURPOSE AND FEATURES OF THE SERVICE
3.1. Music Your Brand provides a digital mainstream-music programming and delivery service intended primarily for background music and in-store radio in commercial environments situated within the Authorised Territory.
3.2. The catalogue includes mainstream musical works and sound recordings owned by or entrusted to third-party right holders, publishers, producers, artists, licensors and parties represented by the relevant management organisations.
3.3. The Service may include moods, playlists, time-based programming, seasonal content, announcements, advertising spots, multi-location management tools and other features identified in the plan or Order.
3.4. Music selection is editorial and not on-demand. Unless a bespoke project has been expressly agreed, the Customer does not acquire the right to select or request the immediate playback of individual tracks, albums or artists.
3.5. Music Your Brand may update, replace, add or remove tracks, playlists, moods and features while preserving the essential nature of the subscribed Service. Permanent availability of any individual title, artist, label or catalogue is not guaranteed.
3.6. The Service is not a consumer streaming service and does not authorise the use of accounts or content originating from Spotify, YouTube, Apple Music, Amazon Music, Deezer or other platforms intended for private listening.
3.7. Uses other than background music or in-store radio, including public web radio, events, DJ sets, audiovisual synchronisation, social media, advertising campaigns, radio or television, require a separate written agreement and any further applicable licences.
ART. 4 – ACTIVATION, ACCOUNTS AND DELIVERY METHODS
4.1. The Service may be delivered through a Manager area, Location profiles, desktop or mobile applications, streaming URLs, players, decoders, compatible devices or other tools indicated by Music Your Brand.
4.2. Unless a bespoke project or an impediment attributable to the Customer applies, Music Your Brand activates the Service within 72 hours after receipt of a complete Order, the information required and any payment due.
4.3. Music Your Brand provides the necessary credentials or instructions. The Customer must:
a) keep credentials secure with due care;
b) permit their use only by authorised personnel;
c) notify Music Your Brand immediately of any loss, disclosure or suspected access;
d) keep account and contact details up to date.
4.4. Each Location must be expressly activated. Credentials, URLs and assigned devices may not be used for Locations, parties, activities or countries not included in the Order.
4.5. The Customer is responsible for its internet connection, local network, audio system, electricity supply, devices and configurations required to receive the Service.
4.6. Requests to modify content or programming included in the plan will normally be handled within 2 working days, provided they are complete and compatible with the activated Service.
ART. 5 – FREE TRIAL
5.1. Music Your Brand may grant a 14-day free Trial, available once only to each Customer identified by company name, VAT number or another equivalent business identifier.
5.2. The Trial allows the Customer to evaluate the Service technically and editorially, but it does not include or replace any Public Performance Licence.
5.3. The Customer may use the Trial in a Location open to the public only where it has already obtained and maintains all Public Performance Licences required in the relevant country and for the specific business category. Otherwise, the Trial must be used solely for internal demonstration and evaluation.
5.4. The Trial does not automatically convert into a paid service unless the Customer expressly chooses to proceed and completes the activation process.
5.5. At the end of the Trial, unless a Subscription is activated, Music Your Brand may disable accounts, streams, applications and related features.
5.6. Creating multiple accounts or using different details to obtain additional Trial periods is misuse and may result in immediate suspension.
5.7. SLA credits or remedies do not apply to the free Trial.
ART. 6 – TERM, RENEWAL AND CANCELLATION
6.1. The term of the Subscription is selected in the Order:
a) a monthly plan automatically renews for successive monthly periods;
b) an annual plan automatically renews for successive annual periods;
c) bespoke agreements have the term stated in the relevant Order or agreement.
6.2. The Customer may disable automatic renewal at any time through the available tools or by written notice to Music Your Brand.
6.3. Cancellation takes effect at the end of the period already paid. The Service remains available until that date, unless suspended or terminated under these Terms.
6.4. No pro-rata refund is available for unused Subscription periods resulting from the Customer’s choice, temporary closure of a Location, non-use or early cancellation.
6.5. Free periods, discounts or promotional terms do not alter the term or renewal of the Subscription unless otherwise stated in writing.
ART. 7 – PRICES, TAXES, INVOICING AND ORDINARY PAYMENT
7.1. Prices, billing frequency, currency and included services are stated in the Order, quotation or applicable pricing page. Applicable taxes are added in accordance with the relevant law.
7.2. The Music Your Brand fee covers the digital Service, programming, platform management and activities included in the plan. It does not include Public Performance Licences or remuneration payable by the Customer to management organisations or other right holders.
7.3. The Customer must provide complete, accurate and current administrative and tax information, including its legal name, registered office, VAT number or equivalent business identifier and billing address. Changes must be notified without delay.
7.4. Music Your Brand issues invoices on the basis of the available information and applicable law. Where tax treatment or details need to be corrected, it may issue a corrective invoice or another document permitted by law.
7.5. Payment may be made through Stripe, PayPal, card, bank transfer or another method made available by Music Your Brand.
7.6. Under recurring plans, the Customer authorises the applicable fee to be charged on each due date using the payment method linked to the account until automatic renewal is disabled.
7.7. Music Your Brand may change prices by giving at least 60 days’ notice. The change applies from the next renewal, and the Customer may disable renewal before that date.
7.8. In the event of ordinary non-payment or a failed charge that does not involve a block, reversal or dispute of the amount, Music Your Brand may suspend the Service on 72 hours’ written notice.
7.9. Overdue amounts may bear late-payment interest and recovery costs to the extent permitted by applicable law, including, where applicable, Spanish Law 3/2004 on commercial transactions.
ART. 8 – PAYMENT DISPUTES, REVERSALS, CHARGEBACKS AND SUSPENSION
8.1. Payment is completed only when the amount has been effectively credited and is freely available to Music Your Brand.
8.2. In the event of cancellation, reversal, chargeback, dispute, refund request, block, reserve, withholding or any other action or measure taken by the Customer, bank, card issuer or Payment Provider that makes or may realistically make the amount unavailable, Music Your Brand may suspend all or part of the services connected with the affected payment.
8.3. Where the Payment Provider’s action makes the amount unavailable, suspension may take effect immediately upon receipt of the relevant notice, subject to prior or simultaneous written notice to the Customer, notwithstanding the 72-hour notice under Art. 7.8.
8.4. Suspension may apply to accounts, Locations, streams, radio services, applications, optional services and the contractual right to access and use Music Your Brand Content. From the time of suspension, the Customer must immediately cease all use of the Service and related streams.
8.5. Any use after suspension, including through URLs, copies, recordings or previously configured devices, is without contractual authorisation and remains the Customer’s sole responsibility.
8.6. Suspension remains in force until:
a) the dispute has been finally resolved and the amount is again freely available to Music Your Brand; or
b) the Customer has paid all amounts due by another payment method accepted by Music Your Brand.
8.7. Opening a dispute through PayPal, Stripe, a bank, a card issuer or another intermediary does not constitute cancellation, withdrawal or termination of the Contract and does not suspend accrued payment obligations.
8.8. A good-faith request for clarification or invoice correction does not in itself result in suspension while the payment remains available. The Customer is invited to contact support@musicyourbrand.com before starting a chargeback, where reasonably possible.
8.9. Where suspension results from an action by the Customer, a payment dispute or a payment-method problem not attributable to Music Your Brand, it:
a) does not constitute a breach by Music Your Brand;
b) does not extend the Subscription term;
c) does not give rise to any refund, reduction, credit, extension, damages or compensation.
8.10. If the dispute is resolved in favour of Music Your Brand, the Customer remains liable for the amounts due, documented Payment Provider charges, late-payment interest and any recovery costs permitted by law.
8.11. If the dispute is resolved in favour of the Customer or an error attributable to Music Your Brand is established, Music Your Brand will restore the Service without undue delay and apply the relevant corrective measures, such as a corrective invoice, refund, credit or proportionate extension.
8.12. Repeated or manifestly unfounded disputes, chargebacks or reversal requests may constitute a material breach and may result in termination of the Contract, without prejudice to recovery of amounts due and any damages.
ART. 9 – OPTIONAL SERVICES, DEVICES AND THIRD-PARTY SERVICES
9.1. Music Your Brand may offer optional modules or services, including, by way of example, Text-to-Speech, announcements, Digital Signage, Sonos integrations, customised URLs, players, decoders, devices and additional technical assistance.
9.2. Optional services are activated separately and are subject to the prices and conditions stated in the relevant Order or quotation. Their suspension or termination does not automatically terminate the principal Subscription.
9.3. Third-party applications, devices, audio systems and platforms remain subject to the terms, updates and limitations of their respective manufacturers or providers.
9.4. Music Your Brand does not guarantee that third-party APIs, SDKs, firmware, operating systems or proprietary services will remain available or compatible in the future. Changes decided by third parties may require reconfiguration or paid assistance.
9.5. Any sale, rental, loan, configuration or shipment of devices is governed by the specific Order. Manufacturer warranties and responsibilities remain applicable under the law and device documentation.
9.6. Unless otherwise stated, optional services are normally activated within 48 working hours after completion of the order and receipt of payment or any required deposit.
ART. 10 – MAINSTREAM CATALOGUE, TERRITORY AND PUBLIC PERFORMANCE LICENCES
10.1. For the duration of a paid and finally activated Subscription, Music Your Brand grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access the Service and use Music Your Brand Content solely:
a) in the activated Locations;
b) in Italy or Spain, according to the country stated in the Order;
c) for background music or in-store radio and any further uses expressly stated in the Order;
d) through authorised accounts, streams and tools;
e) provided that the Customer has obtained and maintains the applicable Public Performance Licences.
10.2. The Music Your Brand Subscription does not include, replace or pay for Public Performance Licences required for the communication to the public of mainstream music at the Location.
10.3. Before starting public performance and throughout its duration, the Customer must obtain, maintain and pay directly for all permissions and remuneration required by law and the competent bodies. In particular, by way of example and subject to changes in repertoire, mandates and collection arrangements:
a) in Italy, fees may be payable for copyright administered by SIAE and/or other competent collecting entities, including Soundreef, as well as related rights collected, according to the category and applicable system, through SIAE, SCF, Nuovo IMAIE or other competent organisations;
b) in Spain, licences or remuneration may be payable to SGAE for authors and publishers and to AGEDI-AIE for phonogram producers and performers, together with any other bodies competent for the specific use.
10.4. The names of management organisations in Art. 10.3 are informative and non-exhaustive. The Customer must verify the obligations actually applying to its business, category, surface area, number of devices, duration, type of use and repertoire.
10.5. Music Your Brand does not set management-organisation tariffs, does not collect on their behalf unless a specific written agreement states otherwise, does not guarantee reductions or exemptions and is not liable for the Customer’s failure, delay or error in obtaining the required clearance.
10.6. Payment of the Music Your Brand Subscription alone does not authorise public performance without the Public Performance Licences. Similarly, payment to a single management organisation does not necessarily establish compliance with all copyright and related-right obligations.
10.7. The free Trial does not include any Public Performance Licence. Public use during the Trial is allowed only where the Customer already holds all required permissions.
10.8. The Service is authorised exclusively in Italy and Spain. The Service may not be used, transmitted, redirected, made accessible or performed in any other country. Music Your Brand may apply territorial controls, suspend accounts used outside the Authorised Territory and, where appropriate, propose migration to the MoosBox service.
10.9. Each Location must have a valid Subscription or be expressly included in a multi-location agreement and must be independently cleared for its Public Performance Licences.
10.10. Activation documentation, invoices, Provider statements or any certificates relating to the Service establish only the contractual relationship and the origin of the Music Your Brand stream. They do not replace licences issued by management organisations and do not certify payment of fees due by the Customer.
10.11. In the event of an inspection, request or claim from a management organisation or third party, the Customer must:
a) request written notice and details of the claim;
b) identify the Location, date, time, playback method and, where available, the detected content;
c) verify which Public Performance Licences are active;
d) manage directly the obligations and payments for which it is responsible;
e) forward to support@musicyourbrand.com any documentation relating to the stream or operation of the Service where Music Your Brand’s technical or documentary support is required.
10.12. The contractual right to access and use the Service is automatically suspended or ends upon suspension, expiry or termination of the Subscription. The Customer must immediately cease using Music Your Brand streams, without prejudice to its obligations towards management organisations, which remain governed by the applicable relationships and rules.
ART. 11 – CATALOGUE MANAGEMENT AND EDITORIAL PROGRAMMING
11.1. Music Your Brand Content includes mainstream works and recordings whose rights belong to their respective authors, publishers, producers, artists, labels and other right holders.
11.2. Music Your Brand does not transfer to the Customer any ownership right in the works or recordings in the catalogue. The Customer acquires only the contractual right to receive and use the stream within these Terms and the collective licences independently obtained.
11.3. Content availability also depends on third-party catalogues, mandates, licences, instructions, metadata and technical availability. Music Your Brand may remove or replace content where necessary for editorial, technical, legal or licensing reasons.
11.4. The Customer may not require the continuous presence of any particular artist, track, album, label or percentage of repertoire.
11.5. Playlists, moods and schedules are curated and updated according to editorial criteria, consistency with the environment, seasonality, new music releases, available classifications and the overall quality of the Service.
11.6. Customer requests are treated as editorial guidance and do not create a right to manual or immediate selection of individual tracks. Bespoke playlists or projects may be governed by a separate quotation.
11.7. Filters, classifications or notices, including those concerning explicit content, also depend on metadata supplied by right holders or distributors. Music Your Brand applies reasonable checks but does not guarantee the absolute completeness or accuracy of third-party metadata.
11.8. The Customer may not copy, download, record, extract, store, modify or redistribute tracks from the catalogue.
11.9. Music Your Brand may correct metadata, names, editorial associations or catalogue information where inaccuracies are identified, without this constituting a material change to the Service.
ART. 12 – CUSTOMER CONTENT AND BESPOKE PRODUCTIONS
12.1. The Customer retains the rights it holds in its Customer Content and grants Music Your Brand, for the term and purposes of the Service, a non-exclusive licence to host, process, technically adapt, record, convert, transmit and make such content available in the authorised Locations.
12.2. The Customer warrants that it has all rights, consents, licences and legal bases required for Customer Content, including, where applicable:
a) text, music, recordings and images;
b) trademarks, trade names and logos;
c) names, voices and performances of natural persons;
d) personal data contained in text, recordings or materials;
e) promotional messages, prices, offers and advertising claims.
12.3. Uploading or requesting the playback of music, jingles, recordings or other audio content supplied by the Customer is not automatically covered by the Music Your Brand Subscription or by arrangements relating to the mainstream catalogue. The Customer must independently obtain all required permissions and Public Performance Licences.
12.4. The Customer must not supply unlawful, misleading, defamatory, discriminatory, offensive content, content infringing third-party rights or content contrary to applicable law.
12.5. Music Your Brand may reject, suspend or remove Customer Content that appears manifestly unlawful, technically incompatible or potentially harmful, notifying the Customer where reasonably possible.
12.6. The Customer remains responsible for the commercial, legal and linguistic accuracy of its announcements and content, including any information, advertising, tax and data-protection obligations.
12.7. Rights in bespoke productions, jingles, voiceovers or other commissioned content are those stated in the specific quotation. In the absence of an express written assignment, no transfer to the Customer of Music Your Brand’s or its suppliers’ intellectual-property rights is presumed.
12.8. The Customer indemnifies Music Your Brand against third-party claims arising from Customer Content or instructions supplied in breach of this Article, to the extent permitted by law.
ART. 13 – CUSTOMER OBLIGATIONS AND PROHIBITED USES
13.1. The Customer undertakes to:
a) use the Service with due care and in accordance with these Terms;
b) pay amounts due to Music Your Brand on time;
c) obtain and maintain, at its own expense, all Public Performance Licences;
d) use the Service only in the authorised Locations, country and manner;
e) protect accounts, credentials, URLs and devices;
f) maintain adequate infrastructure, connectivity and audio systems;
g) cooperate with Music Your Brand in support, security and compliance activities;
h) provide, upon reasonable request, evidence of the licences or clearance required for public use.
13.2. It is prohibited to:
a) copy, download, record, extract, store or redistribute Music Your Brand Content, except to the extent technically necessary and authorised for the Service;
b) resell, sublicense, transfer or make the Service available to third parties, except under a written reseller or partnership agreement;
c) use an account or stream for non-activated Locations;
d) use or redirect the Service outside Italy and Spain;
e) circumvent technical restrictions, territorial controls, access controls or security measures;
f) carry out reverse engineering, scraping, unauthorised automated access or attempts to extract the catalogue;
g) use the Service for unlawful activities or to infringe the rights of others;
h) continue using streams after suspension, expiry or termination of the Subscription;
i) alter or remove identifiers, metadata or ownership information;
j) hold itself out as a right holder, licensor, management organisation or representative of Music Your Brand without written authorisation;
k) state or imply that the Music Your Brand Subscription includes or replaces SIAE, SCF, SGAE, AGEDI-AIE or other management-organisation licences.
13.3. Any unauthorised use may result in immediate suspension, termination, recovery of amounts due and a claim for documented damages.
13.4. Where Music Your Brand has reasonable grounds to believe that the Customer has not obtained the necessary Public Performance Licences or is using the Service outside the Authorised Territory, it may request clarification or supporting documentation and may suspend the Service while checks are carried out, where this is proportionate to the risk.
ART. 14 – MUSIC YOUR BRAND OBLIGATIONS, SERVICE LEVELS AND SUPPORT
14.1. Music Your Brand supplies the Service with reasonable professional skill and care, in accordance with the Order and applicable law.
14.2. Unless prevented by an impediment, bespoke project or missing information:
a) the Service is activated within 72 hours;
b) ancillary modules are normally activated within 48 working hours;
c) content changes included in the plan are normally handled within 2 working days.
14.3. The Service is designed to be available 24 hours a day, 7 days a week, subject to maintenance, updates, security, force majeure and external technical dependencies.
14.4. Where a continuous interruption exceeding 48 working hours is directly attributable to Music Your Brand and within its control, Music Your Brand will apply the remedy set out in the SLA, available on request, which may consist, as appropriate, of a credit, extension or proportionate adjustment for the unavailable Service period.
14.5. No credit or refund is due for disruption caused by connections, networks, audio systems, devices, Customer software, third-party services, non-compliant configurations, Sonos issues or lack of Customer cooperation.
14.6. Support included in the plan is supplied through Music Your Brand’s official channels. Activities not included, exceptional configurations and work required by Customer or third-party systems may be quoted separately.
14.7. Unless particular complexity is notified to the Customer, paid support is normally supplied within 5 working days after order confirmation and receipt of payment or any required deposit.
14.8. Music Your Brand does not guarantee financial results, increased sales, footfall, customer dwell time or other commercial results arising from use of music, announcements or the Service.
14.9. Music Your Brand does not provide legal or tariff advice on Public Performance Licences. Any information supplied is general and does not replace the Customer’s verification with the relevant management organisations or its advisers.
ART. 15 – TECHNICAL DEPENDENCIES, THIRD-PARTY SERVICES AND FORCE MAJEURE
15.1. Music Your Brand is not responsible for interruptions or malfunctions caused by:
a) the Customer’s internet connection, local network or audio system;
b) power outages, electrical faults or unavailability of the Location;
c) third-party devices or systems, including, by way of example, Sonos, Barix, Volumio, Raspberry, operating systems, browsers or app stores;
d) changes to APIs, SDKs, firmware or platforms decided by third parties;
e) cyberattacks, provider outages or events not reasonably controllable by Music Your Brand, provided they are not attributable to a breach of its security or duty-of-care obligations;
f) non-compliant use, compromised credentials or configurations performed by the Customer or third parties.
15.2. Music Your Brand will take reasonable measures to restore the Service or propose an alternative solution, without assuming the responsibilities of the relevant third-party manufacturer or provider.
15.3. Neither Party is liable for delay or failure caused by force majeure, including natural disasters, war, civil disorder, general strikes, governmental action, widespread telecommunications failures, public-health emergencies or other unforeseeable events outside the reasonable control of the affected Party.
15.4. The affected Party must notify the other without undue delay and take reasonable measures to limit the effects of the event.
ART. 16 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY
16.1. Software, platforms, interfaces, trademarks, logos, domains, documentation, programming methods, editorial selections, know-how, databases and Music Your Brand materials belong to Music Your Brand or the relevant licensors.
16.2. Mainstream musical works and recordings remain the property of their respective authors, publishers, producers, artists, labels and other right holders. Nothing in these Terms transfers those rights to the Customer.
16.3. The Contract grants only the limited access and use right stated in Art. 10 and does not transfer any ownership, title or further exploitation right to the Customer.
16.4. The Customer may not reproduce, modify, distribute, publish, sell, license, create derivative works from or use Music Your Brand materials or Content outside the Service without written authorisation from the competent right holders.
16.5. Each Party must keep confidential the technical, commercial, financial, strategic and organisational information received from the other Party that is not publicly available.
16.6. The confidentiality obligation does not apply to information that:
a) was lawfully known to the receiving Party;
b) becomes public without breach of the Contract;
c) is lawfully received from a third party;
d) must be disclosed by law or order of an authority, subject to prior notice to the other Party where permitted.
16.7. Intellectual-property and confidentiality obligations continue after termination of the Contract for as long as the information remains confidential or is protected by law.
ART. 17 – SUSPENSION, TERMINATION AND EFFECTS OF EXPIRY OR TERMINATION
17.1. Music Your Brand may immediately suspend the Service where necessary due to:
a) the payment circumstances under Arts. 7 and 8;
b) unlawful or unauthorised use;
c) use outside the Authorised Territory;
d) reasonable evidence that the required Public Performance Licences have not been obtained or maintained;
e) protection of the security of the Service or other users;
f) infringement of intellectual-property or privacy rights;
g) an order from an authority or a legal obligation;
h) a material breach by the Customer.
17.2. In remediable cases other than those requiring immediate action, Music Your Brand will notify the breach and allow a reasonable period for remedy.
17.3. Either Party may terminate the Contract for a material breach by the other Party that is not remedied within the reasonable period stated in the written notice.
17.4. Music Your Brand may terminate the Contract with immediate effect in the event of fraud, repeated manifestly unfounded chargebacks, use outside Italy or Spain, persistent failure to obtain the required licences, attempted unauthorised access, unauthorised resale or use exposing Music Your Brand to material legal or security risks.
17.5. Upon expiry or termination for any reason:
a) the contractual right to access and use the Service ends immediately;
b) the Customer must cease using Music Your Brand streams;
c) accounts, streams and features may be disabled;
d) accrued amounts remain payable;
e) devices not owned by the Customer must be returned in accordance with the Order;
f) the Customer must cease using documents or statements that assume an active Subscription.
17.6. Expiry or termination does not give rise to a refund, except where provided by law, the SLA, Art. 8.11 or a specific written agreement.
17.7. Termination of the Music Your Brand Service does not automatically alter the Customer’s obligations or relationships with management organisations, which must be managed directly by the Customer.
ART. 18 – LIABILITY, LIMITATIONS AND INDEMNITY
18.1. Music Your Brand is liable for proven direct loss caused by its breach, subject to applicable law and this Article.
18.2. To the extent permitted by law, Music Your Brand is not liable for indirect or consequential loss, loss of profits, revenue, customers, goodwill, opportunity, data or business interruption.
18.3. Except in cases of wilful misconduct, gross negligence or liability that cannot legally be limited, Music Your Brand’s aggregate liability arising from the Contract may 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. The limitations do not apply where the law prohibits exclusion or limitation of liability, including, where applicable, wilful misconduct, gross negligence, death or personal injury and mandatory data-protection liability.
18.5. Music Your Brand is not liable for:
a) Customer Content;
b) use of the Service outside its authorised scope or territory;
c) playback of music or content outside the Service;
d) malfunctions attributable to the Customer or third parties;
e) commercial or promotional results;
f) tariffs, requests, assessments, penalties or claims of management organisations arising from the Customer’s failure, delay or error in obtaining Public Performance Licences;
g) legal, tariff, repertoire or mandate changes decided by management organisations, authorities or third-party right holders.
18.6. The Customer indemnifies Music Your Brand against claims, penalties, costs and losses arising from Customer Content, unlawful use, use outside the territory, failure to obtain Public Performance Licences, infringement of third-party rights or breach of these Terms attributable to the Customer, to the extent permitted by law.
18.7. SLA credits or extensions are the principal remedy for availability disruption, subject to mandatory rights and cases of wilful misconduct or gross negligence.
ART. 19 – PERSONAL DATA PROTECTION
19.1. Each Party processes personal data in accordance with Regulation (EU) 2016/679 (“GDPR”) and applicable law.
19.2. For administrative, contractual, tax and commercial data and the details of their respective contacts, each Party normally acts as an independent controller.
19.3. Music Your Brand processes data relating to accounts, support, billing and Service use in accordance with its Privacy Policy available at musicyourbrand.com.
19.4. Where, for a specific Service, Music Your Brand processes personal data on behalf of the Customer and on its instructions, the Customer acts as controller and Music Your Brand as processor. The Parties will in that case enter into or apply a Data Processing Agreement or other written instrument compliant with Art. 28 GDPR.
19.5. The Customer is responsible for the legal basis, notices and any consents required for personal data contained in Customer Content, including names, voices, text, recordings and information concerning employees, customers or third parties.
19.6. Music Your Brand may use technical, cloud and SaaS suppliers and sub-processors in compliance with applicable obligations and reasonable security measures.
19.7. Where Music Your Brand acts as processor, it handles data-subject requests, incidents and deletion or return of data in accordance with the Customer’s instructions and the applicable privacy agreement.
19.8. Privacy communications may be sent to the contacts stated in the Privacy Policy or to support@musicyourbrand.com.
ART. 20 – NOTICES, AMENDMENTS, ASSIGNMENT AND LANGUAGE
20.1. Ordinary communications may be made through the email address associated with the account. Notices concerning cancellation, disputes, suspension or termination must be made in writing by email, certified email, registered post or another method that permits evidence to be retained.
20.2. Notices to Music Your Brand must be sent to support@musicyourbrand.com or any additional contact stated in the Order. The Customer is responsible for keeping its contact details current.
20.3. Music Your Brand may amend these Terms for legal, security, technical, territorial, licensing or Service-development reasons. Material amendments will be notified on reasonable notice and apply to new Orders and to existing Subscriptions from their next renewal, unless accepted earlier.
20.4. Urgent amendments required by law, an authority or a right holder, or necessary for security, may take effect from the date stated in the notice.
20.5. Price changes remain governed by Art. 7.7.
20.6. The Customer may not assign the Contract, accounts or rights arising from the Service without Music Your Brand’s prior written consent. Legal succession and corporate transactions notified to and accepted by the Parties remain unaffected.
20.7. Electronic acceptance, account records, emails and other retainable documents 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, English and Spanish versions are intended to have substantially equivalent content.
20.9. Following activation or confirmation of the Order, Music Your Brand sends confirmation to the email address associated with the account.
20.10. These Terms are made permanently accessible on musicyourbrand.com and in the dedicated section of the Manager profile in a form that can be consulted and reproduced.
ART. 21 – GOVERNING LAW, JURISDICTION AND FINAL PROVISIONS
21.1. The Contract is governed by Spanish law, subject to any applicable mandatory rules and relevant private-international-law provisions.
21.2. Before commencing court proceedings, the Parties undertake to attempt in good faith to resolve the dispute in writing through their respective contacts. This attempt is not mandatory mediation and does not prevent urgent or interim measures.
21.3. The courts of Barcelona, Spain have exclusive jurisdiction over any dispute concerning the existence, validity, interpretation, performance, suspension, expiry or termination of the Contract, subject to any mandatory jurisdiction, applicable rules and relevant international conventions.
21.4. The invalidity or unenforceability of any provision does not affect the validity of the remaining provisions. The Parties will replace the invalid provision with a lawful provision that preserves its commercial and contractual purpose as far as possible.
21.5. Failure to exercise a right does not constitute a waiver of that right.
21.6. Provisions concerning accrued payments, intellectual property, confidentiality, liability, data protection, licensing obligations and governing law survive termination to the extent necessary.
21.7. These Terms apply to new Orders from the date of publication and to existing Subscriptions from the first renewal following the relevant notice or from their express acceptance.
