ACCEPTANCE OF THE AGREEMENT

1 INTRODUCTION AND ACCEPTANCE OF THE AGREEMENT

Yogassi (the "Service") is a background music streaming service for commercial users, including restaurants, shops and similar commercial establishments. The Service is provided by Yogassi Oy (”Yogassi” or “we”). The term "Service" means all services and applications provided by Yogassi that are inherently related to the Service. These may include, but are not limited to websites and applications for desktops, tablets and mobile handsets or other equipment.

This document sets out the terms and conditions governing the use of the Service by the end user ("End User" or “you”). The terms "End User" and “you” shall also include the employees or other authorised users of the End User to the extent applicable and permitted under the applicable subscription.

In addition to the terms set out in this document, you and Yogassi may have individually in writing agreed on special terms applicable to your subscription of the Service. Such special terms, together with this document, shall constitute the agreement between you and Yogassi concerning the subscription and use of the Service and the music provided via the service (the "Music") (this document and such special terms collectively the ”Agreement”).

The Service is intended for use in restaurants, shops and other similar commercial establishments only. The Service is not intended for users that are consumers (being an individual acting primarily for purposes other than a trade, business or profession). For the avoidance of doubt, the applicability of consumer protection legislation is expressly excluded.

By using the Service you accept and agree to be bound by the terms of this Agreement. In the event you do not accept this Agreement, please stop using the Service immediately.

2 PREREQUISITES FOR USE OF AND ACCESS TO THE SERVICE

You need to have a computer or other applicable end user device (as defined by Yogassi) and access to internet in order to use the Service. Any costs related to such equipment and cost for accessing internet shall be paid by you. Yogassi does not have any responsibility or liability for data transfer costs you may incur.

Furthermore, Yogassi shall have no responsibility for your internet connection, end user equipment or any sound system used for accessing and using the Service. Yogassi may provide certain minimum requirements or recommendations for your equipment or the internet connection, but you are solely responsible for ensuring that your equipment is compatible with and appropriate for using the Service.

3 GRANT OF LICENSE

Subject to the terms of this Agreement Yogassi hereby grants you a personal, non-exclusive, non-transferable, limited and revocable license to download, run and use the Service application on the agreed number of devices owned or controlled by you. Such license also applies to updates and upgrades that replace or supplement the Service in any respect and which are not distributed with a separate license, and any documentation. Furthermore, subject to the terms of this Agreement Yogassi hereby grants you a personal, non-exclusive, non-transferable, limited and revocable license to play the Music by using the Service in your own premises (as further defined in the relevant special terms agreed with you) on relevant devices owned or controlled by you.

Any use of the Music outside or not in connection with the Service is prohibited. Unless otherwise expressly agreed with you, the Service shall be used in Finland only.

No other rights than the rights expressly granted above are granted to you. Yogassi and its suppliers expressly reserve all rights to the Service and the Music. You are expressly prohibited from using the Service or the Music in any other manner than as provided above in this section 3. Without limiting the generality of the foregoing, prohibited acts shall include but not be limited to the following:

(i) any form of technical intervention in the Service or the Music for purposes of using the Service or the Music in any other manner than that intended and permitted under this Agreement; (ii) copying and/or further distributing any Service content; (iii) assigning any username or password to anyone else; (iv) circumventing any technical mechanisms within the Service that have been established to protect the Music from reproduction/distribution; (v) using the Service in violation of any applicable laws; and

(vi) failing to respect applicable geographic/territorial restrictions. We may suspend your access to the Service if we have reason to believe that you are abusing the Service, for example by way of the Service being used by any other person than those permitted under your subscription.

4 YOUR OBLIGATION TO OBTAIN ADDITIONAL LICENSES

You shall be liable to obtain and pay for a license to publicly perform the Music from the Finnish Composers' Copyright Society Teosto (or, in case the Service is used outside of Finland, and you have obtained a license from us to use the Service outside of Finland, the applicable local collecting society). The license must be valid throughout the entire duration of this Agreement. In the event you publicly perform any other music than the Music in your premises, you shall be liable to obtain a license for the public performance and making reproductions of such other music from the applicable collecting society or right holder. Yogassi shall under no circumstances have any liability for the use of such other music and you shall indemnify and hold Yogassi harmless against any claims or liabilities relating to the use of such other music, and any claims resulting from your failure to obtain license from the applicable collecting society in accordance with this section 4.

5 PRICES AND PAYMENT TERMS

You shall be liable to timely pay Yogassi the Service subscription fees and other charges agreed with you in connection with your subscription. In connection with the Agreement you must provide us with a current, valid, accepted method of payment ("Payment Method") or billing address. By entering into the Agreement and providing your payment information in connection with your subscription, you hereby authorize Yogassi to debit the cost of your subscription or send you an invoice at times determined by Yogassi and agree to be responsible for all associated charges. Unless otherwise agreed, Yogassi has the right to invoice you or debit your Payment Method once a month. The payment term for invoices shall be 14 days net from the date of the invoice, unless otherwise agreed. Should charges for which you are responsible fail at the time payment is required, you will be responsible for costs associated with Yogassi's efforts to collect amounts due as well as applicable interest on late payments in accordance with the Interest Act (633/1982) of Finland. Yogassi shall have the right to terminate your subscription and the Agreement without notice in the event of your failure to pay any charges in time.

You represent and warrant that all payment and other information you provide in connection with the Agreement is true, accurate and complete. We reserve the right to offer subscriptions for the durations and at the corresponding costs that we determine appropriate, in our sole discretion.

6 INTELLECTUAL PROPERTY RIGHTS

The Service and the Music is the property of Yogassi or third parties (including e.g. Universal Publishing Production Music), and is made available only for your use in accordance with this Agreement. No other rights than those expressly granted herein are granted to you. All copying, distribution or other use of such content except as expressly permitted hereunder is prohibited without the prior written consent of the relevant content rights holders.

You have no right to engage in the commercial use, sale, resale, making of copies, distribution or promotion of the Service or the Music. You have the obligation to obtain a public performance license from Teosto (or other applicable local collecting society) in accordance with section 4 above. You shall refrain from circumventing any technical protection systems included in the Service and/or the Music. Unauthorized use may constitute a violation of applicable legislation.

7 TERM AND TERMINATION OF LICENSE

Your subscription to the Service will be activated once we have received and confirmed your subscription. Your subscription will remain in effect and continue automatically unless you cancel your subscription or we terminate it.

The subscription period of your subscription is set out in the Agreement. Unless otherwise agreed, your subscription will be valid for a fixed period of 12 months and will continue thereafter automatically until further notice, subject to one month's notice of termination. Upon the termination or expiration of your subscription, you must immediately stop using the Service and the Music and must destroy any copies of the same in your possession.

If you wish to terminate your subscription and this Agreement after any applicable fixed subscription period, you may do so by sending a notice of termination by email, along with your reason for termination, to helpdesk@yogassi.fi. Yogassi has the right to terminate your subscription at any time subject to one month's written notice. In addition, Yogassi reserves the right to terminate your subscription subject to a shorter notice period than aforesaid in the event Yogassi loses for any reason the rights to the Music or any other aspect of the Service. In the event you have made advance payments concerning time that you will not be able to utilise due to such early termination by Yogassi, we will refund you such payments. Yogassi shall have no other liability with regard to termination.

8 NO WARRANTIES

The Service and the Music is provided "as is" without any warranties (including but not limited to warranties concerning content, quality or suitability of the Service for your use)..

The Music provided via the Service is chosen by Yogassi or its suppliers at their sole discretion, the selection of Music is subject to change and we do not guarantee the availability of any particular musical compositions or any particular quantity of Music, and we do not warrant that the Service will be uninterrupted or error-free. Yogassi reserves the right to make reasonable changes to the Service at any time. You shall be solely responsible for your use of the service.

9 LIMITATION OF LIABILITY

Yogassi shall not be liable to you or any third parties for any indirect damages including but not limited to loss of data, loss of use, loss of profit, loss of goodwill, loss due to business interruption or other similar loss.

Yogassi's liability under this Agreement shall in no event exceed the amount of the monthly license fee payable by you under this Agreement.

10 USE OF PERSONAL DATA AND COOKIES

We may in connection with your subscription and/or use of the Service collect your personal information, such as your name, address, other contact information or payment information and/or information regarding your computer and operating system. Furthermore, Yogassi may collect data concerning your use of the Service and the Music for the purpose of providing you the Service, developing the Service and marketing in accordance with the Finnish Personal Data Act (henkilötietolaki, 523/1999,
as amended). Our description of data file (rekisteriseloste) is available here.

We may use cookies in connection with the Service's website e.g. for the purpose of providing and developing the Service. Further information on our use of cookies is available on our website.

11 GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Finland without giving effect to any choice of law principles or provisions thereof.

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal shall be comprised of one arbitrator. The place of arbitration shall be Helsinki, Finland, and the arbitration proceedings shall be conducted in the Finnish language.

12 AMENDMENTS TO THE TERMS AND CONDITIONS

We may at reasonable notice amend the terms and conditions of this Agreement or introduce new provisions, terms or conditions governing the use of the Service. Updated terms and conditions will be available in connection with the Service. Where such changes are to have a material effect for your ongoing subscription and your use of the Service (e.g. if the applicable fees would be significantly increased), you will be notified in writing (e.g. by email) of any such amendments and the revised terms in advance, and you have the right to terminate the Agreement to end upon the entry into force of such material changes. In the absence of such termination and/or if you continue to use the Service after you have been notified of such change, the revised terms will be deemed agreed by you.

ACCEPTANCE OF THE AGREEMENT