TIDAL – TERMS AND CONDITIONS OF USE

TIDAL – TERMS AND CONDITIONS OF USE

1. INTRODUCTION

The present document (this “Agreement”) sets out the terms and conditions governing the use of the music service TIDAL (the “Service”) by the end user (“you”). The term “you” shall also include additional registered users whenever permitted under the applicable subscription. The Service is provided by Project Panther OpCo LTD (the “Supplier” or “we”). By accessing or using the Service, you signify that you have the right, authority and capacity to enter into this Agreement, that you have read and understand this Agreement, and that you agree to abide by all of the terms and conditions of this Agreement.

The Service means all services provided by the Supplier or the Supplier’s partner that are inherently related to the music service TIDAL or that are compatible for similarly situated digital music services. These may include, but are not limited to websites and applications for desktops, tablets and mobile handsets, set-top boxes and stereo equipment.

2. PREREQUISITES FOR ACCESS TO THE SERVICE

You need access to the internet in order to use the Service, and any cost for accessing the internet shall be paid by you. This also applies when using the Service via mobile phone, tablet, or other personal device capable of internet connection. If you use the Service via mobile telephone you should familiarize yourself with applicable data transfer costs for your mobile carrier plan. Supplier does not have any responsibility or liability for data transfer costs you may incur.

Use of the Service is void where prohibited. The Service is directed to persons at least 18 years old (or older in certain jurisdictions where the age of majority is older than 18), or otherwise have the express consent of your parents or legal guardians, but in no event younger than 13 years of age. Supplier does not knowingly collect information from children under age 13. If you are under age 13, you are not permitted to use the Service or to submit any personally identifiable information to the Service. If you provide information to the Service, you represent that you are 13 years of age or older. If you are between 13 and 17 years of age, when you visit, browse, use, or submit personal information to Supplier through the Service, whether by website, an application or otherwise, you represent that you have the permission of a parent or guardian to do so and who agrees to this Agreement on your behalf. If you are a parent or guardian and believe Supplier may have inadvertently collected personal information from your child, please notify Supplier immediately by sending an email to: support@tidal.com detailing the basis of your belief and your request.

The Service requires you to register and create accounts for validation. We reserve the right to decline services to you for any reason without explanation based upon our findings in validating you registration. You agree to (a) provide accurate, current and complete information as prompted by any registration forms on the Service; (b) maintain and promptly update such information and any other information provided to Supplier, to keep it accurate, current and complete; (c) maintain the security of your password and identification; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

3. PURCHASE, PRICE INFORMATION, PAYMENT TERMS AND REFUND POLICY

You must have reached the age of 18 years or have the consent of a parent or a guardian in order take out a subscription to the Service or to make any purchase in connection with the Service.

Subscription. Certain aspects of the Service provided by Supplier, third parties, or both may require you to purchase a subscription for a period of time as specified during sign-up thereto (collectively a “Subscription”). Your Subscription, which may start with a thirty (30) day trial period, will automatically continue on a Subscription-to-Subscription basis unless you cancel your Subscription or we terminate it in our sole discretion.

Promotion/Trials. Supplier and its partners may offer special promotions/trials with differing conditions and limitations. Any materially different terms from those described in this Agreement will be disclosed at sign-up or other communications made available to you.

Payment Methods. In connection with any and all Subscriptions that you select to purchase you must provide Supplier with a current, valid, accepted method of payment, which may change from time to time (“Payment Method”). All Subscription purchases are subject to this Agreement and any additional terms and conditions, including any fees, imposed by your financial services provider and/or mobile carrier, as applicable. By providing your account information in connection with any Subscription, you hereby authorize Supplier to debit the total cost of said Subscription and agree to be responsible for all associated charges. Should charges for which you are responsible fail at the time payment is required, you will be responsible for costs associated with Supplier's efforts to collect amounts due. You represent and warrant that all information you provide in connection with the purchase of a Subscription 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.

Billing Cycle. As indicated during sign-up, the fee for certain Subscriptions must be paid in a single upfront payment while other Subscriptions may allow payment on an installment basis. If the Subscription fee is paid in a single upfront payment, the total Subscription fee is due and payable to Supplier immediately upon sale and your Payment Method will be automatically billed at that time. If the Subscription fee is paid on an installment basis, your Payment Method will automatically be billed at the beginning of each installment period as specified during sign-up.

Automatic Renewal. In order to provide continuous service, Supplier automatically renews all Subscriptions on the date the Subscription expires. Such renewals will be for the same duration of the original subscription term and will be billed at the non-discounted rate for the Subscription as of the date of your enrollment and according to your original billing cycle method (i.e. either as a single upfront payment or an installment basis). By enrolling in a Subscription, you agree that your Subscription will be subject to the above-described automatic renewals. You also agree that the amount billed may be different if your original Subscription was purchased using a promotional/trial offer and you authorize Supplier to charge your Payment Method for such varying amounts and any other charges that you may incur in connection with your use of the Subscription. Your Subscription will remain in effect and continue to renew automatically until it is cancelled.

IF YOU WISH TO CANCEL YOUR AUTOMATIC SUBSCRIPTION RENEWAL, YOU MAY DO SO BY: visiting your account settings page (https://tidalhifi.com/account), going to the section called “Subscription” and clicking on “Cancel my subscription”. Supplier will make reasonable efforts to process cancellation requests within two business days from the receipt of the cancellation request.

Refund Policy. If you reside in a country that is part of the European Union and have purchased a subscription to the Service, you have the right to receive a full refund within fourteen (14) days of purchase of the subscription, but only if you have not started to stream or download any Service Content (as defined below) through the Service. You hereby explicitly acknowledge that you lose your right to receive a refund once the streaming or downloading of the Service Content has started. If you reside in a country that is part of the European Union and you terminate your subscription or cancel your payment after fourteen (14) days of purchase of the subscription to the Service, we will not issue a refund for any fees paid to us, including any advance charge(s) or payment(s) for any subscription term for the Service. If you are eligible for a refund (where applicable), refunds will be issued to the credit or debit card you provided when you activated the Service, and you should allow between 7 and 10 business days for the credit to appear in your account.

If you reside in a country that is not part of the European Union and have purchased a subscription to the Service, we will not refund any fees paid to us, including any advance charge(s) or payment(s) for any subscription term for the Service.

4. SPECIAL OFFERS

If you have received or purchased access to the Service as part of a special offer, campaign or a partner deal (a “Special Offer”), then the terms presented as part of such Special Offer are a part of this Agreement. Special Offers will, unless otherwise specified, only be valid for customers in the country where it is issued.

5. RESTRICTIONS APPLICABLE TO THE USE OF THE SERVICE

The Service shall be for private use only and use of the Service in commercial or public settings is not permitted.

The Service shall not be used in any manner that may violate the restrictions applicable to the utilization of the Service Content (as defined below). These include, but are not limited to, prohibitions against (i) any form of technical intervention in the Service for purposes of using the Service in any manner other than that intended and permitted under the present Agreement; (ii) copying and/or making public 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 Service Content from reproduction/distribution; (v) using the Service in violation of applicable law; 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 person other than those permitted under your subscription.

The Service may include components that make use of temporary storage of certain Service Content on the various platforms (also called ”offline mode”). You have access to this Service Content for as long as you have a valid Subscription. It is not permitted to gain access to such Service Content via other mechanisms than those available via the Service. Such Service Content shall not be copied and/or made available outside the Service.

6. APPLICATION LICENSE

By “Application” we mean an application or other technical interface provided by the Supplier that is used to access the Service. Subject to the terms of this Agreement, Supplier hereby grants you a personal, non-exclusive, non-transferable, limited and revocable license to download, run and use the Application for personal use on relevant 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 related documentation. The Application is licensed, not sold, to you, and Supplier retains ownership of all copies of the Application even after installation on your devices. Supplier may assign, license, or sublicense this Agreement or any part thereof without restrictions. You may not assign this Agreement or any part of them, nor transfer or sub-license your rights under the foregoing license, to any third party.

7. THIRD PARTY APPLICATIONS

The Service provides a platform for third party applications, websites, platforms and services to make available products and services to you (“Third Party Applications”), and your use of these Third Party Applications is subject to their terms of use. You should contact the administrator or webmaster for those Third Party Application if you have any concerns regarding such Third Party Application or any content located on such Third Party Application. You understand and agree that Supplier is not responsible or liable for the behavior, features, or content of any Third Party Application and does not make any representations regarding the behavior, features, content or accuracy of materials on any Third Party Application. You should take precautions when downloading files from all third party applications and websites to protect your computer / device from viruses and other destructive programs. If you decide to access linked Third Party Applications, you do so at your own risk.

8. CONTENT RESTRICTIONS

The Service contains content, such as sound recordings, audiovisual works, other video or audio works, clips, images, graphics, text, software, works of authorship, files, documents, applications, artwork, trademarks, trade names, metadata, album titles, sound recording titles, artist names, intellectual property, or materials relating thereto or any other materials, and their selection, coordination and arrangement (collectively, the “Service Content”). The Service Content is the property of third parties and is protected by copyright under both United States and foreign laws. The Service Content is made available to you only for your personal use as expressly permitted under this Agreement. All copying, distribution or other use of the Service Content is prohibited without the prior written consent of the Service Content rights holders. You have no right to engage in the commercial use, sale, resale, assignment, license, modification, making of copies or derivative versions, display, distribution or promotion of the Service Content. Neither shall you have any right to any use that requires a public performance license. The use or posting of the Service Content on any other website, application or otherwise, or in a networked computer environment, for any purpose is expressly prohibited. You shall only use the Service Content on platforms which are at your disposal for your personal use as provided herein and pursuant to your Subscription terms, and which support the Service’s technical protection system. You shall refrain from circumventing the Service’s technical protection system. Unauthorized use may represent a violation of applicable legislation. If you violate any part of this Agreement, your permission to access and/or use the Service Content and the Service automatically terminates.

Supplier is the owner of the TIDAL trademark (the “Trademark”). Nothing in this Agreement or on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademark, without Supplier’s prior written permission specific for each such use. Use of the Trademark as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Supplier in writing. All goodwill generated from the use of the Trademark inures to Supplier’s benefit.

Elements of the Service are protected by copyright, trade dress, trademark, unfair competition, and other state or Federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Service Content may be retransmitted without our express written consent in each and every instance.

9. USER CONTENT

To the extent allowed by the Service, any musical works (sound recordings and underlying musical compositions), audiovisual works (including but not limited to MTV style premium music videos, clips and so called “behind the scenes” audiovisual content), other video or audio works, images, graphics, text, works of authorship, files, documents, applications, artwork, trademarks, trade names, metadata, album titles, sound recording titles, artist names, intellectual property, or materials relating thereto or any other materials that you submit to the Service (“User Content”) are generated, owned and controlled solely by you and/or your licensees. We do not claim any intellectual property ownership rights in any User Content. After directly sending (“submitting”) your User Content to the Service, you continue to retain any intellectual property ownership rights that you may have in your User Content, subject to the license below. By submitting any User Content on or through the Service, you hereby grant to Supplier a license to store, host, display, stream, transmit conditional downloads, exploit, promote, market, sell and transmit permanent downloads, use, modify, delete from, add to, publicly perform, publicly display, reproduce, distribute and otherwise disseminate the User Content on or through the Service via any and all devices known or hereinafter devised.

a. The license you grant to Supplier is non-exclusive (meaning you are free to license User Content to anyone else), fully-paid and royalty-free (meaning that we are not required to pay you for the use on the Service of the User Content that you post), sublicensable (so that we are able to use our affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the services related to the Service), perpetual and worldwide (because the Internet and the Service are global in reach).

b. You represent and warrant that the User Content submitted by you on or through the Service: (i) is owned by you or you otherwise have the right to grant the license set forth herein; (ii) does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, or applicable law; and (iii) does not imply any affiliation, endorsement, approval or cooperation by Supplier or any artist, band, label, entity or individual without express written consent from such individual or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any User Content submitted by you on or through the Service.

c. The Service performs technical functions necessary to offer the services on the Service, including but not limited to transcoding and/or reformatting User Content to allow its use throughout the Service.

d. We may reject, refuse to post or delete any User Content for any or no reason, including User Content that in our sole judgment violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. We assume no responsibility for monitoring the Service for inappropriate User Content or conduct. If at any time we choose, in our sole discretion, to monitor the Service, we nonetheless assume no responsibility for User Content, no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the user submitting any such User Content.

e. The licenses granted in this section are granted separately with respect to each item of the User Content that you submit to the Service. Licenses with respect to your User Content terminate automatically when you remove such User Content from your account.

f. You are solely responsible for the User Content that you submit to the Service.

You must not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within the User Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Service) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Service, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

10. PROHIBITED CONTENT / ACTIVITY

The following are examples of the kind of content that is illegal or prohibited to submit to the Service. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending content from the Service and terminating the account of such violators. Prohibited content includes, but is not limited to, content that, in the sole discretion of Supplier:

a. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

b. harasses or advocates harassment of another person;

c. exploits people in a sexual or violent manner;

d. contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

e. solicits personal information;

f. publicly posts information that poses or creates a privacy or security risk to any person;

g. constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

h. constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

i. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;

j. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

k. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

l. solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

m. involves commercial activities and/or sales without prior written consent from Supplier such as contests, sweepstakes, barter, advertising, or pyramid schemes; or

n. violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

The following are examples of the kind of activity that is illegal or prohibited on the Service. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

i. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

ii. advertising to, or solicitation of, any user, without the written consent of Supplier to buy or sell any products or services through the unauthorized or impermissible use of the Service;

iii. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Service;

iv. activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

v. covering or obscuring the banner advertisements on any page on the Service via HTML/CSS or any other means;

vi. any automated use of the system, such as, but not limited to, using scripts to submit information or send comments or messages;

vii. interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service;

viii. impersonating or attempting to impersonate another user, person or entity;

ix. using the account, username, or password of another user at any time or disclosing your password to any third party or permitting any third party to access your account;

x. selling or otherwise transferring your account;

xi. using any information obtained from the Service in order to harass, abuse, or harm another person or entity, or attempting to do the same;

xii. accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Service on behalf of that person; or

xiii. using the Service in a manner inconsistent with any and all applicable laws and regulations.

11. SUBMISSIONS

We have provided our contact information and email links on the Service because we would like to hear from you. However, we do not want you to, and you should not, send Supplier any documents or other materials that contain confidential or proprietary information. You agree that any documents or other materials that you send Supplier become our physical property (except for User Content). You grant Supplier an unrestricted, irrevocable, royalty-free license to copy, distribute, and modify any such documents or other materials that you send Supplier, and to use for any purpose any ideas, trade secrets, know-how or other confidential or proprietary information disclosed in those documents or other materials, and that all of the representations, warranties and undertakings made with respect to User Content apply equally with respect to any other documents or materials that you send to Supplier that do not constitute User Content.

12. NOTICE AND PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

We, in our sole discretion, may disable and/or terminate use by users who infringe the intellectual property rights of others. We also have a policy of responding to notices of alleged infringement on the Service that comply with the Digital Millennium Copyright Act (“DMCA”), which may include removing material claimed to be the subject of infringing activity. If we remove material to comply with the DMCA (“Removed Content”), we will attempt to contact the provider of such Removed Content to enable them to make a counter notification pursuant to sections 512(g)(2) and (3) of that DMCA. We will terminate the accounts of any users and/or block access to the Service by any users who repeatedly infringe the copyrights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Supplier with a notice containing the following information (please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that any material is infringing your copyrights or other intellectual property rights):

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a detailed description of the copyrighted work or other intellectual property that you claim has been infringed;

a detailed description of where the material that you claim is infringing is located on the website (providing URL(s) in the body of an email is the best way to help Supplier locate content quickly);

your name, address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property right owner’s behalf; and

your signature.

For notice of claims of copyright or other intellectual property right infringement, we can be reached by sending a claim to Copyright department, Project Panther OpCo LTD, Gråbrödersgatan 2, 21121 Malmö, Sweden or by email to copyright@tidal.com.

The provider of Removed Content may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter notification, we will reinstate the Removed Content. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others.

To file a counter notification, you must provide Supplier with a written notice that includes each of the following items:

a detailed identification of the material the Supplier has removed;

your name, address, telephone number, e-mail address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or New York, New York if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person;

the statement: “I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”; and

your signature.

The counter notification can be sent to Copyright department, Project Panther OpCo LTD, Gråbrödersgatan 2, 21121 Malmö, Sweden or by email to copyright@tidal.com.

Foreign Counter-Notification: If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for users who are infringers. So, if you are not sure whether content you posted on the Service is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of New York. If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Digital Millennium Copyright Act (DMCA) - Counter Notification.”

If you are the owner of any intellectual property other than copyrighted materials (such as, for example, a trademark), or an agent thereof, and believe that any item of content or other materials on the Service infringes upon your rights in such intellectually property, you must submit a notification to Supplier in the same manner as provided above in respect of notice of alleged copyright infringement, including providing the same information in writing to the designated address set forth above.

DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.

13. PROCESSING OF PERSONAL DATA

The Supplier processes personal data in compliance with the TIDAL Data Protection Policy, located at https://tidalhifi.com/us/privacy, which is incorporated herein by reference.

14. NOTICE TO CALIFORNIA RESIDENTS

Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice which is hereby offered as a convenience to you:

The name, address of the provider of this service is Project Panther OpCo LTD, Gråbrödersgatan 2, 21121 Malmö, Sweden. Complaints regarding the service or requests to receive further information regarding use of this service may be sent to the above address or to support@tidal.com email.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210

15. THE RIGHTS OF THE SUPPLIER

If you fail to make payment or perform its other obligations under this Agreement, and such failure is not caused by circumstances on the part of the Supplier, the Supplier may, taking the interest of the user in account, deny further access to the Service.

You are aware that the Supplier is sending Service-related information to you in the form of e-mails and, where you have made your mobile number available for this purpose, by text messages.

16. NO WARRANTY/ LIMITATION OF LIABILITY

The Service and the Service Content are provided on an “as is” and “as available” basis without any warranties of any kind. Supplier disclaims all warranties, including, but not limited to, the warranty of title, merchantability, non-infringement of third parties rights, and fitness for particular purpose. Supplier reserves the right to change functionality and content offered under the Service on an ongoing basis.

Supplier makes no warranties or representations about the Service or Service Content, including but not limited to their accuracy, reliability, completeness, efficacy, or timeliness. Supplier shall not be subject to liability for truth, accuracy, or completeness of any information conveyed to the user or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that you use the Service and the Service Content at your own risk. It is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other Service Content available through the Service.

In no event shall Supplier be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Service and the Service Content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability shall be limited to the greatest extent permitted by law. The liability of the Supplier arising from any error or other circumstance that may give rise to liability in relation to the Service shall – except for instances of any physical harm, gross negligence and willful misconduct - be limited to the amount paid by you for access to the Service for the relevant month.

Technical problems such as temporary non-availability of individual parts of the Service or the short-term unavailability of the whole service itself must be expected and shall not constitute breach of this Agreement. Supplier does not warrant that the Service will operate error-free or that the Service, its server, or the Service Content are free of computer viruses or similar contamination or destructive features. Updates to the Service may take place on a regular basis. The Supplier reserves the right to add or remove support for specific devices. If your use of the Service or the Service Content results in the need for servicing or replacing equipment or data, Supplier shall not be responsible for those costs.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold Supplier harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising from, relating to or resulting from (a) your breach or alleged breach of the Agreement; (b) your access to, use or misuse of the Service Content or the Service; (c) any breach of your representations and warranties set forth above, or (d) your violation of any law or the rights of a third party. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

18. TERMINATION

We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and your access to all or any part of the Service or the Service Content, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Service or the Service Content at any time without prior notice or liability, and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

19. LAW AND DISPUTE RESOLUTION

The Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. If there is any dispute between you and Supplier about or involving the Service, by using the Service, you expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York, County of New York.

20. AMENDMENT OF THE TERMS AND CONDITIONS

The Supplier may at reasonable notice amend the terms and conditions of the present Agreement or introduce new provisions, terms or conditions governing the use of the Service. Where such changes are to have effect for an ongoing subscription, you will be notified in writing of any amendments and the revised terms. You will be given a specific deadline of four weeks from receipt of such amended terms for objecting against application of such amended terms and conditions to this Agreement. In the absence of such objection, the revised terms will be deemed agreed. Supplier will inform you of this and the effect of not objecting in time at the time of communication of the revised terms.

21. MISCELLANEOUS

There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Supplier or between Supplier and any other user of the Service. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of any other provision of the Agreement, which shall remain in full force and effect unless such deletion materially frustrates the intent of the parties, in which case this Agreement will terminate. Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Supplier unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Supplier and you in writing, this Agreement, together with the TIDAL Data Protection Policy, and any notices regarding the Service sent to you or posted on the Service, all of which are incorporated herein by this reference, constitutes the entire Agreement between you and Supplier with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

5th September 2014 version 0.6