Terms of Service
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You”) AND MUZAK,LLC d/b/a MOOD MEDIA (“Mood”), STATING THE TERMS THAT GOVERN Your USE OF THE MOODMEDIA.COM AND THE SERVICE DEFINED HEREIN. THIS AGREEMENT – TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF Mood’s RULES AND POLICIES – COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN You AND Mood. USE OF THE SITE AND/OR THE SERVICE CONSTITUTES Your AGREEMENT TO THESE TERMS. IF You DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE. You MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO You: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND Mood MAY REFUSE TO ALLOW You TO USE THIS SITE AND/OR THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
- Definition of the Service. The “Service” means the Mood service through which businesses or entities may access either one or both of the following under the terms and conditions set forth in this Agreement: a) Mood Mix Service, Mood’s StreamingPlus music solution via proprietary software (the “Software”), which is fully licensed music streamed through a broadband internet connection without the use of a Mood device.; and b) Social Wi-Fi Service, delivered via a wireless router that sends out a Wi-Fi signal and allows users to connect without a password, allowing users to “log in” to Social Wi-Fi Service using social media or email credentials.
- System and Equipment Requirements. Use of the Service requires the following items, which may change from time to time and which are Your responsibility:
a. An active Mood account for the Service.
b. Internet-enabled device for Mood Mix Service.
c. Audio system and/or available speakers for Mood Mix Service.
d. Wired Broadband Internet access. Internet access is not included as part of the Service, and third party fees may apply. Because use of the Service involves software and Internet access, your ability to use the Service may be affected by the performance of your broadband service. Mood is not responsible for Service interruptions caused by disruptions of your internet service.
e. A Mood provided wireless router for the Social Wi-Fi Service. Subscriber shall be required to purchase the wireless router for the one-time fee of $149.95 in the event a month-to-month term option is selected. Mood shall provide the wireless router at no additional cost to Subscriber if the twenty-four (24) month term option is selected.
- Content. You are solely responsible for using your Mood Mix account to select digital sound recordings (the “Content”) for Your business and ensuring that the Content is appropriate for the needs and sensitivities of Your business. You are responsible for and hereby release Mood from any and all claims or liability relating to explicit lyrics, Content, topics, themes and innuendo included within the Service that may be objectionable to You, Your employees or Your clientele.
- Provisions Applicable to Mood Mix Music Service Only.
- Copyright Licensing. (i) You agree not to transmit or use the Service outside of the locations identified on Your Account (as defined herein). Mood shall pay applicable license fees (as applicable) for your use of the Service as authorized herein. (ii) You shall not use the Service in any ballrooms, discotheques, dance studios or bowling centers; any theme park, skating rink or nightclub or other location where an admission fee or cover charge is assessed; or in instructed health club classes.
- Your equipment used in the delivery of the Service must be capable of connecting to the Service via the Internet twenty-four (24) hours per day to properly update. Additional third-party changes may apply when accessing said Service, which charges are not included in the charges for Services. Connectivity to Mood shall be Your responsibility and any failure to connect shall not be Mood’s responsibility.
- Provisions Applicable to Social Wi-Fi Service Only.
- You shall use the equipment in accordance with the instructions provided by Mood. The parties agree that Mood shall not be liable for any interruption in the Service due to your failure to comply with the equipment instructions provided by Mood. You further understand and agree that the equipment provided by Mood and used in the delivery of the Service may be used by up to fifty (50) devices at any one time to access the Internet while located at the Serviced Premises. In the event more than fifty (50) devices attempt to access the Internet while located at the Serviced Premises at any given time, you understand and agree that the Service may be interrupted. Mood advises you to install or have installed additional equipment to be used in the delivery of the Service in the event more than fifty (50) devices may access the Internet at any one time while located at the Serviced Premises.
- Upon delivery to You, the equipment is entrusted to You and You shall be responsible for the protection of the equipment. Title and ownership of all equipment shall remain in Mood until the contract amount is paid in full. In the event that for any reason Mood is compelled to obtain payment through legal or other professional services, then all such legal and collection fees, whether or not suit is filed, shall be paid by You including, but not limited to, all attorney’s fees and costs incurred in the prosecution and/or appeal of any legal or equitable action. In addition to, but not by way of limitation, if You default in payment, Mood, without prior demand, legal process or waiver of any other remedies may declare all payments hereunder immediately due and payable. Mood may repossess the equipment in whole or part without liability for trespass or damages for such removal. Said equipment may be sold if Mood so desires and Mood may apply the proceeds less any expenses for sale, retaking, repair or collection against the unpaid balance. Subscriber hereby authorizes Mood or its agent or assigns to sign and execute on its behalf any and all necessary UCC-1 forms to perfect the Purchase Money Security Interest granted herein to Mood.
- Mood warrants the wireless router equipment to be free from original defects in material for a period of one year after initial installation at the Serviced Premises addresses identified upon signing up for Service on Mood’s website. Mood is not and shall not be liable or responsible for any damages, direct, indirect, incidental or consequential. This warranty does not cover the repair or replacement of equipment without cost which may be required by reason of misuse, abuse, theft, vandalism, accident, or negligence of Buyer, its employees, agents or invitees, or damage by flood, fire, earthquake, lightning, tornado or any other act of God. Except for Mood’s repair or replacement obligations resulting from defects in material or workmanship as set forth above, Subscriber shall indemnify Mood and hold it harmless from and against any and all losses, claims and expenses relating to the equipment. Mood’s OBLIGATIONS UNDER THIS PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, RELATING TO THE EQUIPMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- You and Mood agree that Mood shall not be responsible for any interruption or alternation to the Service that may occur as a result of any modifications to social media services, including social media websites that may be used by Subscriber in conjunction with the Service. Such modifications shall include changes to the terms and conditions of any such social media services.
- You shall pay any sales, use, property, excise, or other taxes or governmental charges arising from this Agreement.
- Territory. The Service may be used only in the United States (the “Territory”). You agree not to use or attempt to use the Service from outside of the Territory.
- Minimum Age. The Service is not intended for users less than thirteen (13) years old. You represent that you are at least thirteen (13) years old.
- Existing Mood Customers. If you are an existing Mood customer, registration for the Service will not affect your existing Mood account or your existing agreement with Mood, which shall remain in full force and effect.
- User Account and Security.
a. Account and Password. As a registered user of the Service, You must establish a Mood account (“Your Account”). You are solely responsible for maintaining the confidentiality and security of Your Account. You should not reveal Your Account information to anyone else or use anyone else’s account. You are responsible for all activities that occur on or through Your Account, and You agree to immediately notify Mood of any unauthorized use of Your Account or any other breach of security. Mood shall not be responsible for any losses arising out of the use of Your Account. You shall not access or attempt to access an account that You are not authorized to access.
b. Your Account Information. You agree to provide accurate, current, and complete information for Your Account. You further agree to maintain and update Your Account information as required to keep it accurate, current, and complete. Mood may terminate your rights to the Service if any information you provide is false, inaccurate or incomplete. You agree that Mood may store and use Your Account information (including credit or debit card account information) for use in maintaining your accounts and billing fees to Your credit card account. Mood may contact you regarding Your Account, the Service or other offers from Mood. You may opt out of email contact from Mood by following the instructions included with the communications.
c. Security. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any technologies associated with the Service, Mood equipment, the Software or any Content contained in the Service. You agree not to modify the Software or Mood equipment in any manner or form, or to use modified versions of the Software or Mood equipment, for any purposes including obtaining unauthorized access to the Service. Mood may monitor your compliance with this Agreement, and Mood reserves the right to enforce the Agreement with or without notice to you. Violations of this Agreement and system or network security may result in civil or criminal liability.
- Agreement to Pay.
a. Payment for Service. You agree to pay for the Service and any wireless router(s) that you purchase, and that Mood may charge your credit card for any Service or wireless router(s) purchased and for any additional amounts (including any freight charges, and sales taxes, if applicable) as may be accrued by or in connection with Your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING Mood WITH A VALID CREDIT CARD FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card You designate during the registration process or at any time thereafter. If You want to designate a different credit card or if there is a change in Your credit card account status, You must change your credit card information online on the User Account page. In the event that Your credit card expires, you will receive an email notification requesting updated credit card information. (There may be a temporary disruption of your access to the Service until Mood can verify the validity of the new credit card information.)
b. Right to Change Prices and Availability of Service. Prices and availability of the Service are subject to change at any time upon thirty (30) days’ prior notice.
c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS AND THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE AND THROUGH THE SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
d. In order to access and retain your electronic records, You may be required to have certain hardware and software, which are Your sole responsibility.
- Intellectual Property.
a. Acknowledgement and Ownership. You agree that the Service, including but not limited to Content, metadata and graphics, contains proprietary information and material that is owned by Mood, their partners and/or licensors, and that is protected by applicable intellectual property and other laws, including but not limited to copyright laws, and that You will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, or distribute the Service, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
b. Copyrights. All copyrights in and to the Service, the Content, the Software and the wireless router, are owned by Mood, its partners and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE, THE WIRELESS ROUTER OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF Mood AND/OR OTHERS AND MAY SUBJECT You TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
c. Trademarks. Mood and other Mood trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Mood in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
- Month- to-Month (if applicable): You agree to hereby purchase from Mood the specified Service(s) on a month-to-month basis (the, “Term”), which such Term shall commence upon your billing start date (the “Commencement Date”) at each Service Premises identified during the sign up process on Mood’s website. This Term shall extend and under the same terms and conditions set forth herein unless either party gives notice of its intention to terminate in accordance with Section 14 herein.
- Twelve (12) Month Term (Paid up front only)(if applicable): You agree to hereby purchase from Mood the specified Service(s) for a period of twelve (12) months (the “Term”), which such Term shall commence upon your billing start date (the “Commencement Date”) at each Serviced Premises identified during the sign up process on Mood’s website. At the end of the initial term, this Agreement shall extend on a month-to-month basis and under the same terms and conditions set forth herein unless either party gives notice of its intention to terminate in accordance with Section 14 herein. This term option is only available for the Mood Mix Service.
- Twenty-Four (24) Month Term (if applicable): You agree to hereby purchase from Mood the specified Service(s) for a period of twenty-four (24) months (the “Term”), which such Term shall commence upon your billing start date (the “Commencement Date”) at each Serviced Premises identified during the sign up process on Mood’s website. At the end of the initial term, this Agreement shall extend on a month-to-month basis and under the same terms and conditions set forth herein unless either party gives notice of its intention to terminate in accordance with Section 14 herein.
a. Termination by Mood. If You fail, or Mood suspects that You have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make any payment due, failure to provide Mood with a valid credit card or with accurate and complete information, failure to safeguard Your Account information, violation of any license to the Software, or infringement or other violation of third parties’ rights, Mood, at its sole discretion, without notice to You may: (i) terminate this Agreement and/or Your Account, and You will remain liable for all amounts due under Your Account up to and including the Monthly Renewal Date following the date of termination; and/or (ii) terminate the right to use the Software; and/or (iii) de-authorize the wireless router, if applicable, or otherwise preclude access to the Service (or any part thereof).
b. Termination of the Service. (i) Month to Month Term. Mood reserves the right to modify, suspend, or discontinue the Service at any time upon thirty (30) days’ notice to you, and Mood will not be liable to You or to any third party should it exercise such rights. You may terminate Your access to the Service at any time by visiting the “Manage Account” page on Mood’s website or by calling Mood’s Customer Service center at 800.929.5407. Upon termination, the Service will end as described in Section 14; (ii) Twelve (12) Month Term (Paid Up Front): In the event You terminate the Service prior to the end of the Term and has received the Service set forth above for a period of less than twelve (12) months, no refund shall be given to You for any prepaid months from the date of earlier termination to the end of the Term; (iii) Twenty-Four (24) Month Term: In the event You terminate the Service prior to the end of the Term and has received the Service set forth above for a period of less than twenty-four (24) months, then You shall pay to Mood an early termination fee (the “Early Termination Fee”). The Early Termination Fee shall equal three-hundred and fifty dollars ($350.00) if You receive both the Mood Mix Service and Social Wi-Fi Service, or two-hundred and seventy-five dollars ($275.00) if You receive only one of the Mood Mix Service and the Social Wi-Fi Service, but not both.
- General Compliance with Laws. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to Your use of the Service.
- Compliance with this Agreement. You agree that Mood has the right to cooperate with any legal process relating to your use of the Service and/or Content, and/or a third party claim that Your use of the Service and/or Content is unlawful and/or infringes such third party’s rights. You further agree that Mood has the right, without liability to You, to disclose any information to law enforcement authorities, government officials, and/or a third party as Mood believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement.
- Disclaimer of Warranties; Liability Limitations.
a. NONE OF Mood, ITS PARTNERS OR LICENSORS GUARANTEES, REPRESENTS, OR WARRANTS THAT Your USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND You AGREE THAT Mood MAY CANCEL THE SERVICE AT ANY TIME, UPON THIRTY (30) DAYS’ NOTICE.
b. You EXPRESSLY AGREE THAT Your USE OF, OR INABILITY TO USE, THE SERVICE IS AT Your SOLE RISK. THE SERVICE AND ALL CONTENT DELIVERED TO You THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR Your USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO You.
c. IN NO CASE SHALL Mood, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PARTNERS OR LICENSORS (THE “COVERED ENTTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM Your USE OF ANY OF THE SERVICE OR THE MEDIA PLAYER OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO Your USE OF THE SERVICE OR THE MEDIA PLAYER, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COVERED ENTITIES’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
d. Mood SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY You IN CONNECTION WITH THE SERVICE, BUT You ACKNOWLEDGE AND AGREE THAT Your SUBMISSION OF SUCH INFORMATION IS AT Your SOLE RISK, AND THE COVERED ENTITIES HEREBY DISCLAIM ANY AND ALL LIABILITY TO You FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
e. NONE OF THE COVERED ENTITIES REPRESENTS OR GUARANTEES THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND SUCH ENTITIES DISCLAIM ANY LIABILITY RELATING THERETO.
- Waiver and Indemnity. BY USING THE SERVICE, You AGREE TO INDEMNIFY AND HOLD THE COVERED ENTITIES HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF Your BREACH OF THIS AGREEMENT, Your USE OF THE SERVICE, OR ANY ACTION TAKEN BY Mood AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT You CANNOT SUE OR RECOVER ANY DAMAGES FROM ANY COVERED ENTITY AS A RESULT OF ITS DECISION TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF Mood’ CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
- So long as you subscribe to the Service, Mood may use Your name and/or logo to identify You as a customer of the Service. This Agreement may not be assigned by You without the written consent of Mood; however, this Agreement is fully assignable by Mood. Subject to the foregoing regarding assignment, this Agreement shall inure to the benefit of and be binding upon Your successors and assigns.
- Changes. Mood reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately upon notification of such Additional Terms as permitted in Section 22. Your continued use of the Service following these updates will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference, and all references to this Agreement include the Additional Terms.
- Notices. Mood may send You notice with respect to the Service by sending an email message to the email address listed in Your Account information, by sending a letter via postal mail to the mailing address listed in Your Account information, or by posting updated Terms of Service at to insert. Notices shall become effective immediately.
- Governing Law. The laws of the State of Texas, excluding its conflicts of law rules, govern this Agreement and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Mood or relating in any way to your use of the Service resides in the courts of the city of Austin in the State of Texas.
- Miscellaneous. This Agreement constitutes the entire agreement between You and Mood relating to Your use of the Service. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Mood’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Mood will not be responsible for failures to fulfill any obligations due to causes beyond its control.