Terms of Service

Last Updated and Effective: January 2, 2026

French | Spanish 

(for US and Canada residents)

 

Welcome!

These Terms of Service (the “Agreement”) are between TouchTunes Music Company, LLC (and our wholly owned subsidiaries) (the “Company,” “we” “us,” or “our”) and the user (“you” or “your”) and governs your access to and use of any and all Company Services (as defined below).

Please read this Agreement carefully. By accessing or using any of the Company Services, you agree to be legally bound to the terms and conditions of this Agreement. If so, we grant you a non-exclusive, non-assignable, non-sublicensable, revocable license to access and use the Company Services in accordance with this Agreement. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE AND ARE REQUIRED TO IMMEDIATELY AND ENTIRELY CEASE USING ALL COMPANY SERVICES.

WE MAY, AT ANY TIME AND FROM TIME TO TIME, IN OUR SOLE DISCRETION, WHEN PERMITTED BY LAW WITHOUT PRIOR NOTICE TO YOU: (A) CHANGE OR DISCONTINUE ANY AND ALL ASPECTS OF THE COMPANY SERVICE(S); (B) CHANGE ANY AND ALL FEES AND/OR OTHER CHARGES APPLICABLE TO YOUR ACCESS TO OR USE OF THE COMPANY SERVICE(S); AND/OR (C) CHANGE ANY AND ALL TERMS AND CONDITIONS OF THIS AGREEMENT. UNLESS PRIOR NOTICE IS REQUIRED BY LAW (IN WHICH CASE ANY CHANGES WILL BE EFFECTIVE ON THE DATE SET FORTH IN SUCH NOTICE): (I) ANY CHANGES TO ANY SUCH COMPANY SERVICE(S) (INCLUDING WITHOUT LIMITATION THE FEES AND OTHER CHARGES) WILL BE EFFECTIVE AS OF THE DATE OF THE CHANGE IN SUCH COMPANY SERVICE(S) WITH RESPECT TO YOU; AND (II) ANY CHANGES TO THIS AGREEMENT WILL BE EFFECTIVE AS OF THE DATE OF POSTING THE REVISED VERSION ON THIS PAGE. ANY CHANGES TO THIS AGREEMENT WILL SUPERSEDE AND REPLACE IN ITS ENTIRETY THE PREVIOUS VERSION OF THIS AGREEMENT AT THE TIME OF SUCH POSTING AND WILL BE APPLICABLE TO ALL FUTURE DISPUTES BETWEEN YOU AND THE COMPANY. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT FROM TIME TO TIME TO KEEP INFORMED OF ANY CHANGES. IF YOU CONTINUE TO ACCESS OR USE ANY OF THE COMPANY SERVICES FOLLOWING ANY SUCH CHANGES, SUCH ACCESS OR USE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES WITH RESPECT TO ALL COMPANY SERVICES.

NONE OF THE COMPANY SERVICES ARE DIRECTED TOWARD ANYONE WHO IS NOT YET A LEGAL ADULT. BY ACCESSING OR USING ANY COMPANY SERVICES (OTHER THAN VIEWING OUR PUBLIC COMMUNICATIONS, SUCH AS SOCIAL MEDIA POSTS OR PRESS RELEASES), YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD (OR, IF GREATER, THE MINIMUM AGE OF ADULTHOOD UNDER THE LAWS OF THE STATE, PROVINCE, AND/ OR COUNTRY WHERE YOU LIVE).

AS SET FORTH IN SECTION 13 BELOW, THIS AGREEMENT REQUIRES YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH THE COMPANY REGARDING THE COMPANY SERVICE(S) AND WAIVE ANY RIGHT TO BRING CLAIMS AGAINST THE COMPANY (OR ITS AFFILIATES) IN COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST THE COMPANY (OR ITS AFFILIATES) IN A CLASS ACTION FORMAT, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

 

1. Company Products and Services

 

The Company’s products and services include, without limitation:

  • Music Services: The Company’s current and future music products and services (the “Music Services”), which include without limitation:
    • The TouchTunes-branded and/or -authorized network of jukeboxes
    • The TouchTunes-branded mobile application(s)
    • The service currently branded “TouchTunes Unlimited” (“TouchTunes Unlimited”)
    • The  jukebox-based photobooth services
    • TouchTunes.com and any other music-related websites provided by (or at the direction of) the Company 
    • Any other music-focused products or services provided by (or at the direction of) the Company

Additional terms and conditions specific to the Music Services are set forth on attached Exhibit A.

 

  • Games Services: The Company’s current and future bar games products and services (the “Games Services”), whether used in a public location (such as a bar or restaurant), a private residence, or another location, which products and services include without limitation:
    • The Company’s network of dartboards and other bar games provided under any Company-owned (or Company affiliate-owned) brand (e.g., the BullShooter network of soft-tip dartboards), whether offered for commercial or noncommercial use
    • The BullShooter-branded mobile application(s)
    • Any league or tournament products or services provided by (or at the direction of) the Company (e.g., TK Brackets, Tournament King, LeagueLeader), including without limitation in-person events (e.g., darts tournaments) and events officially sanctioned by the Company (but only to the extent of such sanctioning)
    • Any player-focused products and services related to bar games provided by (or at the direction of) the Company 
    • Any wagering or betting products or services provided by (or at the direction of) the Company 
    • BullShooter.com and any other bar games-focused websites provided by (or at the direction of) the Company 
    • Any other bar games-focused products or services provided by (or at the direction of) the Company

Additional terms and conditions specific to the Games Services are set forth on attached Exhibit B.

 

  • Payment Services: The Company’s current and future payment services (the “Payment Services”), currently known as “TouchTunes Pay.”
     
  • Loyalty Program: The Company’s current and future consumer loyalty program (the “Loyalty Program”), currently known as “TouchTunes Rewards.” Additional terms and conditions specific to the Loyalty Program are set forth on attached Exhibit C.
     
  • Staff Program: The Company’s current and future staff rewards Loyalty Program (the “Staff Program”), currently known as “Bar Rewards.” Additional terms and conditions specific to the Staff Program are set forth on attached Exhibit D.
     
  • Other Services: Any other products or services that are made available by (or at the direction of) the Company now or in the future (the “Other Services,” and together with the Music Services, the Games Services, the Payment Services, the Loyalty Program, and the Staff Program, the “Company Services”).

All such Exhibits are hereby fully incorporated into and made a part of this Agreement by this reference.
 

 

2. User Conduct & Content

 

  1. User Requirements. By accessing or using the Company Services (other than viewing our public communications, such as social media posts or press releases), you hereby represent, warrant, and agree that:
     
    • You can form a binding agreement with the Company.
    • You are at least 18 years of age (or, if greater, the minimum age of adulthood under the laws of the state, province, or country where you live).
    • You are located or reside in the United States, Canada, or the United Kingdom. 
    • You are not a person who is barred from using the Company Services under the laws of the United States or any other applicable jurisdiction (e.g., pursuant to the U.S. Treasury Department’s list of Specially Designated Nationals).
    • You are not a civilly or criminally convicted sex offender and are not subject to any temporary or permanent restraining orders or injunctions due to violent, harassing, or fraudulent behavior.
    • You will, at all times, comply with all of the terms and conditions of this Agreement (including without limitation all other agreements and policies referenced in this Agreement, such as our Privacy Policy and our Community Guidelines, and all other applicable Company agreements and policies). 
    • You will, at all times, comply with all applicable local, state, provincial, national, and international laws, rules, regulations, and government orders (“Applicable Law”).
       
  2. User Conduct. You, and you alone, are fully responsible and liable for your conduct, content, and communications with respect to your access to and use of the Company Services, including without limitation vis-à-vis other users of the Company Services (e.g., via a mobile application, at an in-person event). Conduct, content, and communications that are any of the following are prohibited and you will not, at any time or for any reason, engage in any such prohibited conduct, create or share any such prohibited content, or send any such prohibited communication in connection with the Company Service(s):
     
    • Threats or Violence: conduct, content, or communications that are threatening, violent, or abusive in any way (or are designed or intended to induce or incite threatening, violent, or abusive conduct or communications) or reflective of terrorism or violent extremism
       
    • Harassment: conduct, content, or communications that harass or stalk anyone, involve uninvited and/or unwelcome physical contact, or violate a court order
       
    • Hate Speech or Discrimination: conduct, content, or communications that are hate speech or that are harmful to, or discriminatory or derogatory based on the identity of an individual or group of people (e.g., race, gender, sexuality, disability, age, religion)
       
    • Obscenity: conduct, content, or communications of a sexual nature or that are explicit, obscene, lewd, or would otherwise be considered adults-only content
       
    • Defamation: conduct, content, or communications that are libelous or defamatory
       
    • Privacy / Publicity: conduct, content, or communications that are invasive of another’s privacy (e.g., posting personal information about someone) or that infringe upon another’s right of publicity
       
    • Rights Violations: violations of any rights of any person or entity, including without limitation intellectual property rights (e.g., pirated content, improper trademark usage)
       
    • Fraud or Deception: conduct, content, or communications that are fraudulent or deceptive in nature or forge their origin in any way (e.g., IP spoofing), including without limitation impersonating another person or entity (e.g., the Company or its agents)
       
    • Illegal or Improper Conduct: conduct, content, or communications that are illegal, unlawful, improper, inappropriate, or tortious or that promote regulated activities in an illegal or unlawful way
       
    • Marketing: advertisements, marketing, promotions, or offers for any product, service, business, or organization, including without limitation spam, pyramid schemes, and junk mail
       
  3. Community Guidelines. You must, at all times, adhere to our Community Guidelines in accessing and using our Company Service(s). Such Community Guidelines are hereby fully incorporated into and made a part of this Agreement by this reference in their current and any future form.
     
     
  4. User Content.
     
    1. Ownership. You must own, or otherwise have, a valid, then-current, sufficient license to use all content and communications that you send, upload, or otherwise provide to, post or store on, or otherwise communicate via or in connection with the Company Services (e.g., avatar graphics, community posts, ratings or feedback, survey answers) (“Your Content”), including without limitation with respect to all music compositions or recordings, trademarks and branding, and individuals’ names, images, likenesses, and voices included in Your Content. You, and you alone, are responsible and liable for Your Content. While we may, at any time and for any reason or no reason, elect to access, review, screen, prohibit, and/or delete all or any portion of Your Content, we are not required to do so, and any action that we elect to take with respect to Your Content will not modify your exclusive responsibility, liability, or obligations with respect to Your Content.
       
    2. Grants of Rights.  You hereby grant the Company (and its affiliates, service providers, and third-party partners) a limited, perpetual, global, irrevocable, transferable, sublicenseable, royalty-free license to use all of Your Content in any way (e.g., host, cache, copy, reproduce, modify, edit, adapt, analyze, transmit, distribute, create derivative works from, allow other users to interact with (including without limitation comments and reactions), delete) in connection with the Company Services (including without limitation to improve existing Company Services, to research and develop future Company Services, and to pursue and defend investigations and legal claims related to the Company Services); to place advertising and marketing near, among, over, or in Your Content; and to attribute Your Content to you both internally and vis-à-vis third parties (e.g., Company service providers). In addition, with respect to Your Content and communications that are public on the Company Service(s) (e.g., available without restriction to all users (either platform-wide or in a particular geographic region or locality), either via operation of the Company Service or because you chose to publish them (“Your Public Content”), you hereby grant the Company (and its affiliates, service providers, and third-party partners) a limited, perpetual, global, irrevocable, transferable, sublicenseable, royalty-free license to publish, broadcast, syndicate, synchronize, overlay graphics and auditory effects on, publicly attribute to you, publicly perform, and publicly display Your Public Content in any form or format and in any and all media or distribution methods (in each case, as may be now known or later developed), for commercial and non-commercial purposes. To the extent permissible by Applicable Law, you hereby irrevocably waive, and in any event agree that you will not attempt to enforce, any “moral rights” that you may have, in Your Content vis-à-vis the Company (or its affiliates, service providers, or third-party partners). For clarity, we have no obligation to pay you with respect to our exploitation of any of these rights with respect to Your Content.
       
    3. Content Violations. If Your Content violates this Agreement, including without limitation any other Company agreements or policies (e.g., our Community Guidelines), we reserve the right to remove any such violative content (including without limitation deletion thereof); temporarily or permanently suspend, terminate, or limit the visibility of Your Content and/or your account (and for clarity, we may retain Your Content and Your Data (as defined below)); and notify and/or respond to third parties, including without limitation law enforcement (and for clarity, provide Your Content and Your Data to such third parties). 
       
       
  5. Unauthorized Use. In your access to and use of the Company Services, you may not, directly or indirectly, at any time or for any reason, yourself or in support of others, access or use any Company Service in any way not expressly authorized by this Agreement. For clarity, the following, whether or not your actions are successful or only an attempt, are expressly prohibited:
     
    • accessing the Company Services via any interface, hardware, software application, platform, or method other than those that we (or, when applicable, third-party partners) make available to end users (or, when applicable, our distributors, operators, venues, and their respective employees), now or in the future, and we reserve the right to discontinue, in whole or in part, any such methods at any time and in our sole discretion without notice to you
       
    • engaging in any unauthorized access of, or in any way decompiling, disassembling, decoding, or reverse engineering, or in any way extracting the source code of, any of the Company Services (or any hardware, software applications, platforms, systems, code, content, or other components thereof)
       
    • accessing or using any Company Service in any way that is intended to or could interfere with, disrupt, negatively impact, or inhibit other users’ access to, use of, or enjoyment of any Company Service
       
    • using any unauthorized or third-party tools or functionalities (e.g., video or audio capture, artificial intelligence) in connection with any Company Service(s) (or any component thereof), regardless of whether such tool or functionality is intended to be or is, in fact, harmful to such Company Service(s)
       
    • harming, damaging, impairing, or interfering in any way with the operation of any Company Service (including without limitation the security systems, tools, policies, and protocols thereof)
       
    • introducing (e.g., posting, storing on, sending, uploading or otherwise providing to or using in connection with any Company Service(s)) any malicious or harmful file, tool, code, or other technology (e.g., virus, spider, bot, malware, spyware, adware) to any interface, hardware, software application, platform, or other component of any Company Service(s)
       
    • copying, modifying, appropriating, compiling, or otherwise exploiting (on its own or into another product or service), for either commercial or non-commercial use, all or any portion of any Company Service(s)
       
    • using all or any portion of any Company Service(s) for any current or future commercial purpose whatsoever (expressly excluding: (a) the approved purchase and re-sale of authorized hardware by Company-authorized operators asnd distributors; and (b) the purchase of advertising on the Company Service platforms, as sold to you via the Company or its agents)
       
    • sell or offer for sale all or any portion of any Company Service; re-publish, re-broadcast, or re-distribute all or any portion of any Company Service; or use any Company Service(s) as a service bureau, in each case without the express prior written consent of the Company (e.g., with respect to posting and re-posting Company content on your social media accounts)
       
    • develop, deploy or in any way use any product, services, tool, functionality or application that intersects with one or more Company Services in any way
       
  6. Business and Other Entity Users.  If you are using any of the Company Services on behalf of a business or another entity, you hereby represent and warrant that you are authorized to represent such entity vis-à-vis the Company Services, that you are authorized to engage in conduct, content, and communications vis-à-vis the Company Services on behalf of such entity, and you hereby agree to the terms and conditions of this Agreement on behalf of such entity. All references in this Agreement to “you” and “your” will refer to both you as an individual and to such entity.
     
     
  7. Suspension and Termination. If we know or reasonably suspect, at any time, that you are not compliant with the terms and conditions of this Agreement (or any other Company agreements or policies), we may elect, in our sole discretion and without notice to you, to temporarily or permanently cease providing (as we may elect in our sole discretion) any or all Company Services to you (and, if we elect to permanently cease providing the Company Service(s), to delete your Company Services user account (including without limitation any Credits and Points (each as defined below) in such user account at such time). In the event of such a deletion, we may elect in our sole discretion whether to delete Your Content that has been publicly posted or shared and whether to delete Your Data, except as may be required by Applicable Law. In the event that we have elected to permanently cease providing one or more Company Services to you, you are not authorized to continue accessing or using such Company Service(s) in any way or for any reason, including without limitation by creating a new account. 

 

 

3. Security & Data

 

  1. Account Security. You may need to create an account or otherwise provide certain information in order to access or use one or more Company Services. You hereby agree to provide truthful, accurate, current, and complete information (and to promptly update such information when it changes) when creating an account or otherwise providing information, whether such information is required or not, in exchange for access to or use of one or more Company Services. We may reject, require that you change, and/or delete any of your information (e.g., user name, password) that you provide to us. You must maintain your login and other account security credentials in confidence and you may not share, lease, rent, or otherwise provide any such information, such as login or password, with anyone or otherwise allow anyone to access your account, or solicit or accept the login or other account security credentials of any other user. If you believe that your account has been compromised, you are obligated to: (i) notify us immediately, using the customer service tools provided on the Company Services; and (ii) promptly use our tools to change your password or otherwise reinforce the security of your account. Regardless of whether you notify us and/or change your password (or otherwise reinforce the security of your account), you will remain fully responsible and liable for all actions taken in connection with your account (including, without limitation, financial transactions). If we have suspended or terminated one of your user accounts or otherwise prohibited you from using any Company Service(s), you may not continue using or otherwise create an account for, or otherwise access or use, any Company Service(s).
     
  2. Data and Privacy.  In accessing and using the Company Services, you will provide certain personal data about yourself, and will create additional personal data in the course of such access and use, and the Company (and its affiliates, service providers, and third-party partners) may also generate, infer, and/or purchase additional personal data about you (all such information and data, “Your Data”). Our Privacy Policy governs our collection and use of Your Data, as well as your rights with respect to Your Data. If you elect to enable your public-facing profile on any of the Company Services, or to engage with certain of the features and functionalities on the Company Services, you hereby acknowledge that all of some of your personal information and usage data (e.g., player name for darts tournaments, public profile name for music services) will be publicly available via one or more of our (and our service providers’ and third-party partners’) interfaces, hardware devices, software applications, and other platforms that may be required in order for us to provide the Company Services. Because certain Company Services are provided via hardware located in public locations (e.g., jukeboxes, dartboards), you hereby acknowledge and agree that we cannot guarantee that certain of Your Data, even if you intentionally choose not to publish it, will remain confidential. Because certain Company Services are provided via wireless and wired networks that are made available via third parties and may or may not be secure, you hereby further acknowledge and agree that we cannot guarantee Your Data transmitted via these networks will remain confidential, even if you believe that such data was stored locally on your mobile device or on our servers.
     
  3. Artificial Intelligence. The Company (and its affiliates, service providers, and third-party partners) may use, at any time and from time to time, subject to change without notice to you, artificial intelligence in connection with one or more Company Services as we may determine in our sole discretion, including without limitation to: (i) collect, store, process, use, and analyze information regarding the Company Services (including without limitation Your Content and Your Data); (ii) enable, enhance, and provide certain features and functionalities in one or more Company Services (e.g., song recommendations, darts play analysis); (iii) generate and provide analysis and insights for use by the Company (and its affiliates, service providers, and third-party partners); and (iv) exercise any or all of the rights that you have granted to us in this Agreement or otherwise. To the extent that we elect to use artificial intelligence in connection with providing any features or functionalities in one or more Company Services, we are not responsible or liable for the content, responses, and information generated in whole or in part by artificial intelligence (“AI-Generated Material”). AI-Generated Material may be incomplete, inaccurate, false, misleading, inappropriate, improper, illegal, immoral, offensive, infringing, or otherwise objectionable. AI-Generated Material may violate this Agreement and, for clarity, even if it does, you may not use AI-Generated Material to violate this Agreement (or any other Company agreements or policies) (including without limitation by posting, re-posting, publishing, or otherwise distributing any violative AI-Generated Material) or in any way direct any artificial intelligence tool, feature or functionality to engage in any conduct, content, or communication that violates this Agreement (or any other Company agreements or policies) (including without limitation to attempt to circumvent any safety protocols). You may never represent any AI-Generated Material as human-generated. All such AI-Generated Material is provided as-is and made available to you without any representations or warranties of any kind, whether express or implied. Your use of and consumption of AI-Generated Material is at your own risk and you should not rely on any AI-Generated Material in making decisions or seeking advice of any kind.
     
  4. Personalized Experiences. Certain Company Services provide personalized recommendations and other personalized experiences based on your past use of the Company Services (such as suggestions for song plays on our Music Services based on your past plays, advertising targeted based on Your Data). Please see our Privacy Policy for more information about how we use Your Data.
     
  5. Safety. We strive to keep the Company Services, including without limitation our in-person events and the social interaction functionalities on our applications, a safe place for all users. If you find that a space provided in connection with a Company Service is not safe, we encourage you to contact our customer service team, so that we may address the matter. We may, at any time and from time to time, elect to provide moderation services in connection with certain features or functionalities in one or more Company Services (e.g., message boards). Regardless of whether we provide moderation services, all conduct, content, and communications are the sole responsibility of the user who performed or created it and the Company (and its affiliates) hereby disclaims all responsibility for ,and you hereby agree to release us from, any and all liability in connection with all such conduct, content, and communications. We may, but are not required to, provide a reporting or complaint procedure in connection with any moderation services that we may elect to provide; to the extent that we do so, we invite you to use it to report content that you in good faith believe violates this Agreement (or other Company agreements or policies). We cannot, and do not, guarantee that users or their content will abide by this Agreement (or other Company agreements or policies). 
     

 

4. Company Charges & Credits

 

  1. Fees. You may be required to pay a one-time or recurring fee, or to redeem Credits, to access one or more Company Services or to engage with certain features and functionalities in one or more Company Services (e.g., play a song, play a darts match). The Company (and in certain cases, its third-party partners) sets the fees or required Credits in its sole discretion. Taxes and other applicable fees may apply. To the extent that you elect to pay fees or purchase Credits via an account (such as a credit card), you hereby represent, warrant and agree that: (i) you will provide only complete and correct information for only accounts that you are legally authorized to use; (ii) if you later decide to challenge any such authorization that you made, directly or indirectly, we are authorized to charge to your account an amount equal to any chargebacks charged to us for such reversed authorization; and (iii) by providing us (or our service providers) with this information, you authorize us to use such information for purposes of facilitating your payment and access to the Company Services (and otherwise as set forth in our Privacy Policy). Verification of your information may be required prior to completion of your transaction.
     
  2. Credit Transactions. The Company may elect to permit you to, or require that you, access certain Company Services or features or functionalities of Company Services (e.g., a song play, a darts match) via presentation or redemption of Company credits (“Credits”), which you may purchase using actual currency via one or more methods that we may elect, from time to time, to provide (e.g., credit card, cash). Credits are not money or legal tender and have no monetary value. Credits do not constitute a cash account or represent a cash equivalent, and Credits are not redeemable for any sum of actual currency, monetary value, or for any other goods or services outside the Company Service(s) to which they relate. The Company may, from time to time and in its sole discretion, when permitted by Applicable Law without notice to you, elect to run promotions for Credits, whereby you may receive Credits without charge or have the opportunity to purchase them at a discount. The Company sets the cost of Credits and the number of Credits required for redemption in order to access components of the Company Services (e.g., play a specific song, play a darts match) in its sole discretion and such cost is subject to change at any time and from time to time in the Company’s sole discretion without notice to you. Certain Credits may come with an expiration date, after which you may no longer use such Credits for any reason. Credits purchased directly on our hardware (e.g., a jukebox, a dartboard) must be used immediately upon receipt. If your user account for a Company Service holds a combination of Credits with varying expiration dates, upon your presentation or redemption of Credits, we will make commercially reasonable efforts to apply and redeem Credits subject to the earliest expiration prior to applying or redeeming any Credits expiring later or not subject to expiration. If your user account is terminated for any reason, including without limitation due to your request or violation of this Agreement, any Credits then-currently associated with your account will automatically expire as of the date of termination.
     
  3. No Refunds. We make commercially reasonable efforts to honor requests for access to features and functionalities of the Company Services, but our ability to provide those features or functionalities is not always within our control, for a number of reasons, including without limitation: (i) the inherent unreliability of the internet; (ii) power or service outages affecting our hardware, applications, or websites; (iii) third parties pausing, turning down, turning off, or unplugging our hardware; (iv) app store interruptions; (v) other users engaging in permitted or prohibited actions (e.g., long wait times for song plays or dartboard availability, venue electing to skip a song, another user accelerating their song play); and (vi) your leaving the applicable location prior to our fulfillment of your request. WE DO NOT OFFER REFUNDS FOR ANY PAYMENTS OR CREDIT PRESENTATIONS OR REDEMPTIONS FOR ANY REASON OR UNDER ANY CIRCUMSTANCES (INCLUDING, WITHOUT LIMITATION, IF YOUR CREDITS HAVE EXPIRED, IF YOU DID NOT HEAR YOUR SONG PLAY OR IT DID NOT PLAY, OR IF YOU DID NOT PLAY YOUR DARTS MATCH).
     
  4. Unauthorized Access. You are not authorized to access any Company Service (or feature or functionality of a Company Service) that requires payment of a fee, either via payment of a fee in actual currency or via presentation or redemption of Credits, unless you have paid the applicable fee. You may not provide any other user, directly or indirectly, with assistance in gaining any such unauthorized access to the Company Services (e.g., by sharing your login credentials).
     
  5. Third-Party Charges. You may be required to incur third-party charges in order to access or use or enjoy certain features and functionalities of one or more Company Services (e.g., food and drink at a venue, fees for data transmission, credit card fees). We are not responsible for whether or not these fees are required. If you have questions or concerns regarding these fees, please contact the relevant service provider.
     

 

5. Promotions, Sweepstakes, and Surveys

 

The Company may, from time to time, elect to provide promotions, sweepstakes, surveys, or other participation opportunities for certain or all users. Such opportunities are governed via rules in addition to this Agreement. If you elect to participate in any such opportunities, you are required to review such rules and our Privacy Policy carefully prior to your participation. If any such rules conflict with this Agreement, the rules will govern and control to the limited extent of the conflict.

 

 

6. Third-Party Materials and Services

 

  1. Advertising and Marketing. Third parties may advertise, market or promote their products and services on one or more Company Services. Neither the Company nor any of its affiliates is in any way responsible or liable for such advertising, marketing, or promotion, or for any such products or services.
     
  2. Third-Party Service Providers. One or more Company Services may incorporate, operate jointly or in connection with, or provide links to, materials, products, or services owned, licensed, or operated by third parties. We facilitate access to these third-party materials, products, and services solely as a convenience for you. If you elect to engage with, access, or use any of these third-party materials, products, or services, the applicable third party’s terms of service and other policies will govern such use, and neither the Company nor any of our affiliates will be in any way liable or responsible for such third party’s materials, products, or services or your engagement with, access to, or use thereof. You hereby acknowledge and agree that the Company is not responsible for reviewing, evaluating, or endorsing any such third-party materials, products, or services (including without limitation for completeness, accuracy, decency, safety, or legal compliance). 

 

7. Company Intellectual Property

 

As between you and the Company, the Company (or its affiliates and in certain cases its third-party licensors) owns all right, title and interest in and to all components of all of the Company Services, including without limitation software code, music recordings and compositions, copyrighted and copyrightable material, trademarks, service marks, branding, logos, trade dress, product or brand “look and feel,” user interface elements, designs, icons or avatars, patented technology, and other proprietary and/or protectable content, features, functionalities, and technology (the “Company Intellectual Property”). Except for the limited licenses expressly set forth in this Agreement, your access to or use of one or more Company Services does not grant you any right, license, title or interest in or to any such Company Intellectual Property and you hereby agree not to assert otherwise. You hereby agree that you will not infringe, misappropriate, or otherwise violate any Company Intellectual Property and that you will not in any way: (i) create, adopt, or exploit any trademark, logo, branding or other source identifier that is confusingly similar to those owned by the Company (or its affiliates); (ii) create, develop, or exploit any design, feature or functionality that undermines or subverts the Company’s (and its affiliates’) patent protection or other intellectual property rights; or (iii) use or reference, directly or indirectly, any Company Intellectual Property in creating or developing a competitive product. The Company (when applicable, on behalf of its affiliates and third-party licensors) hereby expressly reserves all rights in and to the Company Services not expressly granted to you in this Agreement and, for clarity, all uses that are not so granted are strictly prohibited.

  1. Copyrights. Certain elements of the Company Services (whether or not identified as a copyright, such as through the use of ©) are, and in the future will be, protected by applicable copyright laws, including without limitation as a collective work of compilation, and all such copyright rights are owned by the Company (or its affiliates or, in certain cases, its third-party licensors) and protected to the fullest extent permitted under Applicable Law.
     
  2. Trademarks. “TOUCHTUNES,” “BULLSHOOTER,” “ARACHNID,” SPIDER360,” “LEAGUELEADER,” “TOURNAMENT KING,” “TK BRACKETS,” “TOUCHTUNES PAY,” “TOUCHTUNES REWARDS,” “BAR REWARDS,” “TEAM REWARDS,” the PLAY BUTTON logo, the BULL logo, the SPIDER logo, and all other current and future Company marks, logos, and source identifiers (whether or not identified as trademarks, such as through use of ™ or ®) are the sole and exclusive property of the Company (and its affiliates) and are protected to the fullest extent permitted under Applicable Law, including without limitation those pertaining to trademarks, branding, and source identification.
     
  3. Patents. The Company (and its affiliates) holds, and will in the future hold, patents (or, in some cases, patent registrations) on certain components of the Company Services. All such patents and registrations are owned by the Company (or its affiliates) and protected to the fullest extent permitted under Applicable Law. 
     

 

8. Notice of Copyright Infringement

 

Certain laws, rules, and regulations pertaining to copyrights, including without limitation the United States Digital Millenium Copyright Act of 1998, the Canadian Copyright Act, and other Applicable Law, provide recourse for copyright owners who believe that certain material appearing on certain Company Services infringes on their rights under such copyright laws. If you believe, in good faith, that materials available via one or more Company Services infringe your copyright, you (or your agent) may send us a written notice by mail or email requesting that the Company review, and if applicable remove or block, such material. If you believe, in good faith, that someone has wrongly sent us a notice of copyright infringement related to you, you have the right to mail or email us a counternotice. All such notices and counternotices must include your legal name, country of residence, phone number, and email address, and meet the statutory requirements imposed by the DMCA, the Copyright Act, or other Applicable Law, as applicable. We encourage you to consult an attorney before filing a notice or counternotice. The Company’s phone number is (212) 991-6540.

Notices and counternotices must be sent in writing to us at the following address:

Mail: 
TouchTunes Music Company, LLC
Attn: General Counsel
730 Third Avenue, 21st Floor
New York City, NY 10017

Email: 
Subject Line: DMCA/Copyright Act Notice
Email: general@touchtunes.com 
 

 

9. Warranty Disclaimers

 

YOUR ACCESS TO AND USE OF ALL OR ANY PORTION OF ANY OR ALL COMPANY SERVICES IS AT YOUR SOLE RISK. THE COMPANY DOES NOT PROMISE THAT THE COMPANY SERVICES OR ANY FEATURES THEREOF WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ANY DEFECTS WILL BE CORRECTED.  ALL COMPONENTS OF ALL COMPANY SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. The Company, to the fullest extent permitted by Applicable Law, hereby disclaims and makes no representations, warranties, endorsements, or promises, express or implied, as to any of the Company Services; the functioning, operation, and availability of any of the Company Services; the safety and security of any of the Company Services (including without limitation with respect to Your Content and Your Data); whether or not any Company Service(s) (or any components thereof) is free from harmful components (e.g., viruses, malware); whether the content, information, and other material provided as part of one or more Company Services is accurate, useful, timely, or reliable; whether one or more Company Services will be available at any given time or for any given duration; and whether your use of any of the Company Services in any applicable jurisdiction is lawful. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND NON-MISAPPROPRIATION. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO THE COMPANY SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY (AND ITS AFFILIATES) FOR DISSATISFACTION WITH THE COMPANY SERVICES IS TO STOP USING THE RELEVANT COMPANY SERVICES.  Such disclaimers do not apply to you to the extent limited or prohibited by Applicable Law. 

 

 

10. Limitation of Liability

 

YOU UNDERSTAND THAT THE COMPANY SERVICES PROVIDE ENTERTAINMENT AND YOU HEREBY AGREE THAT NEITHER THE COMPANY NOR ITS AFFILIATES WILL BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES THAT YOU CLAIM RESULT FROM YOUR USE OF ONE OR MORE COMPANY SERVICES IN ANY MANNER FOR ANY REASON, INCLUDING WITHOUT LIMITATION CHARGES OR COSTS INCURRED IN CONNECTION WITH THE COMPANY SERVICE(S), DELAYS OR FAILURES TO PROVIDE THE SERVICES YOU HAVE REQUESTED (E.G., SONG PLAYS, ABILITY TO JOIN A DARTS TOURNAMENT), THE INACCESSIBILITY OR TECHNICAL FAILURE OF ANY OF THE COMPANY SERVICES, OR THE COSTS ASSOCIATED WITH ATTEMPTING TO BRING CLAIMS AGAINST THE COMPANY OR ITS AFFILIATES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY AGREE NOT TO HOLD THE COMPANY OR ITS AFFILIATES RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY DAMAGES YOU CLAIM ARE CAUSED BY CONDUCT, CONTENT, OR COMMUNICATIONS OF ANYONE USING ONE OR MORE COMPANY SERVICES, WHO CONTACTS YOU VIA ONE OR MORE COMPANY SERVICES, OR WHO LEARNS OF YOUR IDENTITY THROUGH OR IN CONNECTION WITH ONE OR MORE COMPANY SERVICES, IN EACH CASE REGARDLESS OF WHETHER OR NOT SUCH CONDUCT, CONTENT, OR COMMUNICATIONS ARE IN VIOLATION OF THIS AGREEMENT (OR ANY OTHER AGREEMENTS OR POLICIES OF THE COMPANY). IF YOU HAVE A DISPUTE WITH ANOTHER USER OF ONE OR MORE COMPANY SERVICES, YOU HEREBY AGREE TO ADDRESS AND RESOLVE SUCH DISPUTE DIRECTLY WITH SUCH OTHER USER, TO NOT INVOLVE THE COMPANY OR ITS AFFILIATES, AND TO FULLY RELEASE THE COMPANY AND ITS AFFILIATES FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EACH AND EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.  

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF ANY OR ALL OF THE COMPANY SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING OUT OF OR RELATING TO ANY CHANGES, ALTERATIONS, OR MODIFICATIONS TO THE COMPANY SERVICES OR THIS AGREEMENT, REGARDLESS OF WHETHER ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME OR PROFIT; LOSS OF OR DAMAGES TO PROPERTY; AND CLAIMS OF THIRD PARTIES. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS ON THE COMPANY’S AND ITS AFFILIATES’ LIABILITY SET FORTH IN THIS AGREEMENT WILL APPLY WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, AND WHETHER IN TORT; CIVIL LIABILITY BY WAY OF NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY; OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY AGREEING TO THIS AGREEMENT, YOU WILLINGLY AGREE THAT YOU HAVE RELINQUISHED YOUR RIGHT TO SEEK THESE DAMAGES FROM THE COMPANY AND THAT THIS IS A REASONABLE ALLOCATION OF RISK.

THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES, ITS SERVICES PROVIDERS, AND ITS THIRD-PARTY PARTNERS IN CONNECTION WITH YOUR USE OF ANY OR ALL COMPANY SERVICES (INCLUDING WITHOUT LIMITATION YOUR CONTENT AND YOUR DATA) WILL BE THE LESSER OF: (A) THE TOTAL AMOUNT THAT YOU PAID TO THE COMPANY IN ORDER TO ACCESS OR USE THE APPLICABLE COMPANY SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO THE CLAIM; AND (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

Some jurisdictions restrict or prohibit limitations of liability. If that is the case with respect to your relevant jurisdiction, the foregoing limitation may not apply to you.
 

 

11. Indemnification

 

You hereby agree to indemnify and hold harmless the Company, its affiliates, and its and their respective directors, managers, owners, members, officers, employees, agents, and representatives, and each of their respective successors and assigns (the “Indemnitees”) from and against any and all claims, demands, suits, actions or causes of action (and any and all liabilities, losses, damages, costs and expenses (including without limitation all court, arbitration, and mediation costs and reasonable attorneys’ fees) arising therefrom or relating thereto) (collectively, “Claims”) that arise directly or indirectly from or are related in any way to: (a) your access to or use of one or more Company Services (or all or any portion thereof) (or any third-party products or services in connection with the Company Service(s)) and/or your conduct and communications in connection with therewith; (b) Your Content and the inclusion of any audio, video, graphics, trademarks or other source identifiers, branding or look and feel, technology, or individuals therein; (c) your breach or anticipatory breach of this Agreement (for clarity, in its then-applicable version); and (d) any misrepresentation made by you (e.g., submission of false information). You will cooperate fully in the defense of any such Claim at your sole cost and expense. We retain the exclusive right to control the defense of any and all Claims and the right to settle, compromise and/or pay any and all Claims. You will not settle any Claim without the express prior written consent of the General Counsel of the Company. 

 

 

12. Jurisdiction

 

This Agreement, including without limitation its validity, provisions, and termination (e.g., the rights and duties of the parties following termination), and all claims under or relating to this Agreement whether arising under contract, tort, statute, civil law, common law, or otherwise, will be construed in accordance with the laws of the State of New York and the United States applicable to contracts wholly made and to be performed within the State of New York, without giving effect to its conflict of law or other provisions that would require application of the laws of another jurisdiction. If you are a United States resident, for any Claim allowed to proceed in court, or to enforce this Agreement, you hereby submit to the exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States, in each case that are located in the Borough of Manhattan in the County, City, and State of New York. You hereby waive any objection to venue in such courts, including without limitation the right to dismiss or transfer an action under 28 U.S.C. §§ 1404 or 1406 (or any successor statute). You hereby consent to the in personam jurisdiction of such courts for such purposes.  If you are a consumer residing in the United Kingdom, this Section does not apply to you and you may make a claim in the courts of the United Kingdom. 

 

13. Dispute Resolution; Agreement to Arbitrate and Class Action Waiver

 

Please read the following language carefully.  It affects your rights.

To the fullest extent permissible by law, with the exception of disputes pertaining to the Company’s intellectual property rights and certain statutory claims that, pursuant to law, are not arbitrable, any dispute of any kind between you and the Company relating to, arising from, or in connection with the Company Services (a “Dispute”) will be resolved through individual, binding, confidential arbitration pursuant to these exclusive dispute resolution procedures, except that, notwithstanding the foregoing to the contrary, either party may assert claims in small claims court or seek action through government agencies.

This Agreement creates a binding contract between you and us and is considered a transaction in interstate commerce. As such, the Federal Arbitration Act (“FAA”) governs interpretation and enforcement of this arbitration provision. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Any issue concerning the validity or enforcement of this arbitration provision, or whether it applies to any specific claim or dispute, will be determined by the arbitrator.  
 

  1. If you or the Company wishes to assert a Dispute against the other, the initiating party must commence such Dispute by filing for arbitration as set forth in Section 13(c) within one (1) year following the date of the activity that first gave rise to the Dispute or it will be forever barred, subject to satisfying the requirements set forth in Section 13(b).
     
  2. Prior to commencing any arbitration process (or, if applicable, any litigation or administrative process) as permitted by this Section 13, you and the Company must attempt in good faith to resolve any concerns that you or the Company have, with respect to the Dispute, by submitting a written notice to the other party (the “Notice”). A Notice to the Company must be provided to legal@touchtunes.com. The Notice to you will be provided via mail to the address you provide, or if there is no address, then to the email address you provide. A Notice: (i) must seek to resolve the Dispute only on an individual basis; (ii) must state the full basis for the Dispute (including without limitation the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (iii) must provide the individual claimant’s full name, phone number, and e-mail address to confirm their identity and to aid communication; and (iv) must be personally signed by the individual claimant or, for the Company, by its authorized representative (and not only their respective external counsel).
     
  3. ALL DISPUTES THAT CANNOT BE RESOLVED AS SET FORTH IN SECTION 13(b) MUST BE RESOLVED BY CONFIDENTIAL, FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. You hereby agree that all Disputes will be resolved through arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) and conducted in accordance with applicable JAMS rules (“JAMS Rules”), as amended by this Agreement. The JAMS Rules are available online at www.jamsadr.com. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in the city or county in which you reside. The arbitrator will have the authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the Dispute before the arbitrator. The arbitrator may award on an individual basis any relief that would be available pursuant to Applicable Law and will not have the power to award relief to, against, or for the benefit of any person who is not a party to the proceeding. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. The payment of arbitration filing, administration, and arbitrator fees will be governed by JAMS Rules. If the arbitrator determines that any Dispute (including without limitation the damages or other relief requested) was frivolous or brought in bad faith, then the other party may seek to recover all arbitration fees, attorneys’ fees, and costs incurred in connection with the arbitration. Nothing in this Agreement will preclude you or the Company from bringing issues to the attention of federal, state, provincial, or local agencies and, if the law allows, they can seek relief against us for you.
     
  4. The arbitration will be kept confidential except as may lawfully be required otherwise. You and the Company agree that when either you or the Company initiates an arbitration, you and the Company will cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or be the subject of any discovery in the arbitration. This Section 13(d) will survive the termination of the relationship between you and the Company.
     
  5. YOU AND THE COMPANY EACH HEREBY AGREE THAT WE AND YOU MAY ONLY BRING A DISPUTE AGAINST ONE ANOTHER IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION, A MASS ACTION, REPRESENTATIVE LITIGATION, OR OTHER COLLECTIVE ACTION. NOTHING IN THIS AGREEMENT WILL PREVENT US OR YOU FROM SETTLING OR RELEASING CLAIMS ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS.
     
  6. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY HEREBY WAIVE THE RIGHT TO A JURY TRIAL.
     
  7. Each provision of this Section 13 applies to the maximum extent permitted by Applicable Law.
     
  8. If any clause within this Section 13 (other than the Class Action Waiver clause in Section 13(e)) is found to be illegal or unenforceable, that clause will be severed from this Section 13, and the remaining provisions of the Agreement will remain in place. 

 

 

14. No Third-Party Beneficiaries

 

Except for service providers and third-party partners that the Company elects to involve in one or more Company Services, this Agreement is for the sole benefit of you and the Company and its affiliates (and their respective successors and assigns), and nothing herein, express or implied, will confer upon any third party any legal or equitable right, benefit, or remedy.

 

 

15. Waviers

 

No failure or delay by the Company in exercising any right or enforcing any obligation will impair or be construed as a waiver of that or any other right or power. All waivers must be in writing and signed by the party against whom it is sought to be enforced (i.e., you or, in the case of the Company, an authorized representative).

 

 

16. Assignment

 

The Company may assign this Agreement at any time in its sole discretion without, unless otherwise required by Applicable Law, providing notice to you. If any Applicable Law gives you rights with respect to your data upon such an assignment or other transfer, your rights pursuant to the Company’s Privacy Policy will apply. 

 

 

17. International Trade Controls

 

You are responsible for complying with United States export controls and for any violation of such controls, including without limitation any United States embargoes or other federal rules and regulations restricting the transfer of goods, software, services and technology across borders and the conduct of business with certain countries, governments, entities, and individuals. You hereby represent, warrant, and covenant that you are not: (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) identified on a restricted or denied party list(s) administered by any U.S. government entity with relevant jurisdiction.

 

 

18. Information or Complaints

 

If you have a question or concern regarding one or more Company Services, please contact our customer service team at general@touchtunes.com. You may also contact us by writing to 730 Third Avenue, 21st Floor, New York City, NY 10017 or by calling us at (212) 991-6540. Note that email communications will not necessarily be secure, so please do not send sensitive information (such as credit card information). California residents may mail a complaint form to the California Department of Consumer Affairs at Consumer Information Center, 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or file a complaint by calling (916) 445-1254 or (800) 952-5210. Any information provided by the Company or its affiliates (or its and their representatives) to you, whether by chat, email, telephone, mail, or otherwise, is intended solely for general guidance in connection with your access to and use of the Company Service(s) and does not constitute legal, tax, medical, accounting, or other professional advice.

 

 

19. California Financial Incentive / Colorado Bona Fide Loyalty Program

 

The Loyalty Program and the Staff Program may be interpreted as a “financial incentive” loyalty program under California law and/or a “bona fide loyalty program” under Colorado law. When applicable, we have valued the personal information we obtain based on a reasonable and good faith calculation determined by considering expenses related to such programs. In doing so, we value the personal information collected through the programs as the equivalent of the costs and expenses incurred to provide the program, including without limitation IT, administration, direct costs, third-party costs, discounts, and program development costs.

 

 

20. Severability

 

Except as set forth in Section 13, if any provision included in this Agreement is held to be illegal, invalid, or unenforceable in any applicable jurisdiction(s), then with respect to users of the Company Service(s) in such jurisdiction(s): (a) such provision will be modified or restricted to the extent and in the manner necessary to render it valid, legal and enforceable (and, for clarity, the Company may unilaterally make such modifications or restrictions); and (b) the remaining provisions will be unimpaired and remain in full force and effect.

 

 

21. Survival

 

All provisions of this Agreement that would logically survive the termination of this Agreement will so survive.

 

 

22. Interpretation

 

Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”  No covenants at law or in equity will be implied or incorporated, all of which are hereby expressly disclaimed. The Company has the sole right to interpret and apply this Agreement. You cannot rely on any other documents or statements by any sales or service representatives or other agents to modify the terms of this Agreement.

 

23. Termination and Other Remedies

 

Your access or use of any Company Service(s) constitutes your agreement to the terms and conditions of this Agreement. In the event that you do not wish to agree to any of the terms or conditions of this Agreement, now or in the future, you must immediately cease any and all use of all Company Services and submit a request to our customer service team at general@touchtunes.com to delete all of your user accounts with respect thereto. The Company may, at any time and in its sole discretion, elect to: (a) modify, suspend, or terminate one or more Company Services in whole or in part; and (b) elect to terminate this Agreement in whole or in part, in which case you must immediately cease accessing and using the applicable Company Service(s). All remedies set forth in this Agreement are cumulative in nature, and in addition to all rights and remedies expressly set forth in this Agreement, the Company hereby expressly reserves all rights, remedies and defenses that may be available at law, in equity, under contract, or otherwise.

 

 

24. Prior Versions

 

This Agreement hereby supersedes all previously published Terms of Service or Terms of Use with respect to all Company Services in their entirety as of the date first noted above and will apply to any future dispute(s) between you and the Company (and its affiliates) to the fullest extent permitted by Applicable Law.

EXHIBIT A
MUSIC SERVICES

 

TouchTunes Unlimited Service

 

The TouchTunes Unlimited Service permits the temporary or permanent installation of a Company jukebox on private premises (such as a corporate office) or in a commercial establishment (such as an event venue) (each, a “TouchTunes Unlimited Service Venue”) and may permit users to choose and play songs without charge. The company or other third party that owns, operates, or controls access to such TouchTunes Unlimited Service Venue will determine who can access and play songs on the TouchTunes Unlimited Service jukebox located on such premises. The TouchTunes-branded mobile application may identify one or more TouchTunes Unlimited Service Venues that are not available to you and such indicated availability does not mean that you are entitled to access such TouchTunes Unlimited Service Venue or its jukebox.

If you are permitted to access a TouchTunes Unlimited Service Venue and its jukebox, your ability to choose and play songs on such jukebox is subject at all times to the terms and conditions of this Agreement and all other Company agreements and policies (including, without limitation, our Privacy Policy). In addition, the TouchTunes Unlimited Service Venue may require that you comply with additional terms and conditions in order to access its premises or to use its jukebox.  We are not in any way responsible or liable for any acts or omissions of any TouchTunes Unlimited Service Venue, including without limitation non-performance, delayed performance, or the designation of users (or failure to designate users).

EXHIBIT B
GAMES SERVICES

 

Leagues and Tournaments

 

If you elect to access or use the Games Services currently known as “LeagueLeader,” “Tournament King, and “TK Brackets,” or you elect to attend any in-person Games Service, such as a darts league or tournament, whether as a participant or spectator, the following terms and conditions apply:

You hereby acknowledge that leagues and tournaments available in LeagueLeader, Tournament King, and TK Brackets, or otherwise marketed, promoted, or sanctioned by the Company, may or may not be provided or operated by the Company. In most cases, a third-party entity with only a limited business relationship with the Company will be the entity providing such league or tournament. We are not responsible or liable in any way for such third-party leagues and tournaments.

Regardless of whether you are a participant or a spectator in any such league or tournament, you, and you alone, are responsible and liable for your behavior in connection with such league or tournament. Your behavior must, at all times, comply with our Community Guidelines and, for clarity, fraud, falsification of scores or results, bullying, intimidation, harassment, discrimination, physical contact, public intoxication or illegal use of banned or regulated substances, and intentional or negligent disruption of the league or tournament (especially with an intent to impact play) are all strictly prohibited. Leagues and tournaments may have additional rules that apply to you.

Regardless of whether you are a participant or a spectator at any such league or tournament, you hereby acknowledge and agree that we may take photos and audio and/or video content of such league or tournament, that such content may include your image, likeness, and/or voice (or, if applicable, those of your attending children or other minors accompanying you), and that we may use that content for any purpose, including without limitation marketing, advertising on a variety of platforms, public posting on social media, and broadcast on television. If you win any a prize at any league or tournament, and the Company is the provider of the applicable prize, we may condition your prize award on: (a) your signing a media release agreement that permits us to create and publish content that includes your name, image, likeness, voice, and results for advertising, marketing, and promotional purposes; and (b) your providing us with additional information necessary for our legal compliance (e.g., applicable tax forms). 
 

EXHIBIT C
ADDITIONAL LOYALTY PROGRAM TERMS AND CONDITIONS

 

1. Loyalty Program Overview

 

  1. UPON YOUR CREATION OF A USER ACCOUNT FOR THE MUSIC SERVICES (AND/OR, AT THE COMPANY’S ELECTION, THE GAMES SERVICES) (“USER ACCOUNT”) IN THE UNITED STATES OR CANADA, WE AUTOMATICALLY ENROLL YOU IN THE LOYALTY PROGRAM. BY USING (OR, WHEN APPLICABLE, CONTINUING TO USE) YOUR USER ACCOUNT, YOU HEREBY AGREE THAT YOUR PARTICIPATION IN THE LOYALTY PROGRAM IS GOVERNED BY THE AGREEMENT, INCLUDING WITHOUT LIMITATION THESE ADDITIONAL LOYALTY PROGRAM TERMS AND CONDITIONS.
     
  2. Loyalty Program participants can achieve Loyalty Program status levels (each, a “Level”) by playing songs on a Company jukebox via a Music Services User Account using at least one paid Credit (i.e., a Credit that you paid actual currency for) (or, as determined by the Company, by playing certain matches or engaging in other participation via a Games Services User Account using at least one paid Credit) (each, a “Play”). Whenever you achieve a new Level in the Loyalty Program, you will retain that Level for the remainder of the then-current calendar year and the entire next calendar year. For clarity, your Level will expire on December 31 of the next calendar year unless you achieve a sufficient number of Plays during that next calendar year to retain your Level for the year after. Benefits under the Loyalty Program may vary by Level and one or more Levels may have more or better benefits than others.
     
  3. Loyalty Program participants also accumulate points (“Points”) through Plays and other qualifying activities as determined by the Company (such Plays and other qualifying activities, together, the “Qualifying Activities”). Points may be redeemed for Loyalty Program rewards that the Company may choose to make available, at times in connection with third-party partners, from time to time (the “Rewards”). Certain Qualifying Activities and/or Rewards may be made available to only certain Loyalty Program participants at any given time.
     
  4. Upon your enrollment in the Loyalty Program, the Company hereby immediately discontinues, with respect to your participation, all prior loyalty programs that may have existed, with the exception of the Company’s current “Bar Rewards” Staff Program. If you were still a participant in any such Loyalty Program on January 1, 2026, and had achieved a status level under such Loyalty Program at the time of your enrollment in the Loyalty Program, you will, until December 31, 2026, participate in the Loyalty Program at the Level that is most analogous to the status level that you held in the previous Loyalty Program immediately prior to its discontinuance. If you were a participant in any such Loyalty Program, you will also receive credit in the Loyalty Program for all Plays that you made from January 1, 2026, until the date of your enrollment in the new Loyalty Program, and such Plays will count toward any potential Level that you may achieve in 2026.
     
  5. You may find the current Levels, Qualifying Activities, and Rewards on our “TouchTunes Rewards” site. We may select, at any time and from time to time, in our sole discretion, the type, timing, availability, and number of all Levels, Qualifying Activities, and Rewards, including without limitation how many Plays are required to achieve a Level, how many Points a Qualifying Activity may earn, and how many Points a Reward may require. We may elect to change any of the foregoing at any time and from time to time, in our sole discretion. The then-current version of the Levels, Qualifying Activities, and Rewards posted on the TouchTunes Rewards site will govern and control all award and redemption transactions from the date of posting until the date of replacement by a new version (if any). 
     

 

2. Loyalty Program Requirements

 

  1. In order to be eligible for the Loyalty Program, you must: (i) have a current, valid Music Services User Account (and/or, at the Company’s election in the future, a current, valid Games Services User Account), including without limitation meeting all criteria necessary to create and maintain such User Account; and (ii) reside in the United States or Canada. For clarity, if you live in any country other than the United States or Canada, you are not eligible for the Loyalty Program.
     
  2. No purchase is necessary in order to join the Loyalty Program. Making Plays and certain methods of earning Points may require direct or indirect purchases (for example, purchasing or redeeming Credits).
     
  3. You hereby agree that: (i) you will not use the Loyalty Program or any component thereof (e.g., Qualifying Activities, Points, Rewards) for any commercial purpose whatsoever (e.g., for sale or barter, or attempt thereof); and  (ii) you will not in any way attempt to undermine the functioning or fairness of the Loyalty Program.  
     


3. Earning Points and Redeeming Rewards

 

  1. While the Company has the right to change, alter, or modify the Qualifying Activities at any time and from time to time, in its sole discretion, song Plays will always be a Qualifying Activity, though the number of Points earned per song Play may vary depending on a number of factors. In the event that we elect to offer, directly or in connection with a third-party partner, other types of Plays, challenges, events, sweepstakes, and other special offers as Qualifying Activities, separate terms and conditions may apply.  
     
  2. The Company may require that you claim any Points earned through one or more Qualifying Activities within a certain period of time after completing the Qualifying Activity, and if you do not do so, you will forfeit such Points. Points expire on the last day of the calendar month that is one (1) year following the date on which you earned them. (For example, Points earned on July 15, 2025, will expire on July 31, 2026.) You will forfeit all unused Points upon such expiration. The Company will make commercially reasonable efforts to apply your Points to your Rewards selections in the order earned.
     
  3. While we have the right to change, alter, or modify the Rewards at any time and from time to time, in our sole discretion, you will always be able to redeem your Points for Credits, though the Points-to-Credit ratio may vary from time to time and at any time in our sole discretion. In the event that we elect to offer, directly or in connection with a third-party partner, tangible goods or experiences as Rewards, and you elect to redeem your Points for one or more such Rewards, we may require that you provide us with additional information necessary to provide you with such Reward (e.g., a mailing address, valid email address, applicable tax information) and you may be subject to additional terms and conditions (e.g., of the third-party partner providing such Reward).
     
  4. Points are not transferable, even in cases of death, divorce, gifts, assignment, or multiple accounts.
     
  5. Points are not money or legal tender and have no monetary value. Points do not constitute a cash account or represent a cash equivalent, and can be redeemed only for then-currently available Rewards. Rewards have no cash value (unless required by Applicable Law). The Company’s calculation of Points is final and cannot be challenged. If you believe that we have erroneously awarded you unearned Points, you are required to contact our customer service team promptly to report such error at general@touchtunes.com; use of erroneously credited Points is a violation of this Agreement.
     
  6. You are solely responsible for any applicable international, federal, state, provincial, or local income, sales, use or other taxes arising out of the accrual, redemption or use of Points and/or Rewards. 
     


4. Communications

 

  1. You can find your available Points balance through your Music Services User Account (and/or, at the Company’s election, your Games Services User Account).
     
  2. The Company will send you emails, in-app messages, and push notifications regarding the Loyalty Program, such as limited-time Qualifying Activities and Rewards. You may opt out of these messages by: (i) using the “unsubscribe” link included in the emails; or (ii) modifying your app notification settings on your mobile device. Even if you have opted out of such communications, however, as long as your User Account remains active, we may send you necessary emails or in-app messages regarding the Loyalty Program, such as confirming your Rewards selections.
     
  3. We are not responsible or liable for any lost or misdirected communications or Rewards shipments due to change of address or email address, or for any other reason. You are solely responsible for maintaining up-to-date information in your User Account.
     


5. Data and Account Usage

 

  1. We will use your Loyalty Program data, including without limitation Your Data that you provide in relation to the Loyalty Program and/or your User Account, in accordance with our Privacy Policy. For clarity, we may use Your Data in connection with the Loyalty Program to, without limitation, provide the Loyalty Program, personalize Qualifying Activity offers based on user activity and transaction locations, and create Loyalty Program improvements and enhancements.
     
  2. You are solely responsible for maintaining the security of your Loyalty Program information, including without limitation your User Account login credentials. You are solely responsible and liable for all actions taken in and by your User Account, including without limitation with respect to the Loyalty Program (e.g., Rewards selection). You must notify us immediately at general@touchtunes.com if you know or suspect that someone else has accessed your User Account or used your Points in any way.
     


6. Third-Party Partners

 

The Company may, at any time and from time to time, in its sole discretion, elect to include third-party partners in the Loyalty Program (e.g., as providers of Qualifying Activities or Rewards). Such involvement may require that you agree to additional terms and conditions with respect to such involvement (e.g., to participate in a certain Qualifying Activity). All intellectual property (e.g., copyrights, trademarks) owned or licensed by such third-party partners remains the sole and exclusive property of such third-party partners and you shall not, at any time or for any reason, infringe any such rights, all of which are hereby expressly reserved to such third-party partners. The Company will have no liability whatsoever with respect to any withdrawal or reduction in participation by a third-party partner in connection with the Loyalty Program. 
 

 

7. Loyalty Program Participation Termination

 

  1. In addition to the termination rights set forth in the Agreement, we hereby reserve the right to exclude one or more individuals from the Loyalty Program, to re-assign a Loyalty Program Level (including, without limitation, to a lower Level), to remove any or all Points from one or more individuals’ accounts, and/or to cancel one or more redemptions of Points for Rewards, in each case without recompense to you if: (i) you do not make a song Play for at least one hundred eighty (180) consecutive days; or (ii) you or the Company has terminated or deleted your User Account(s). In addition to, and not in lieu of the foregoing, in the event of a violation of this Agreement, the Company may, upon written request, require that you return or otherwise pay to the Company the value of any Rewards acquired as a result of or in connection with such violation.
     
  2. If you wish to terminate your participation in the Loyalty Program, you must contact our customer service team at general@touchtunes.com and request that the Company delete your User Account(s). Following such deletion, you will have no further access to your User Account(s), your Points, your Credits, or any related information (such as Your Content and Your Data).
     
  3. Upon the termination of the Loyalty Program, or any termination of your participation in the Loyalty Program for any reason, all Points will immediately expire as of the date of such termination and will be of no further use. 

EXHIBIT D
ADDITIONAL STAFF PROGRAM TERMS AND CONDITIONS

 

1. Staff Program Overview

 

  1. If you are employed at a venue that has a Company jukebox (or, at the Company’s election, a BullShooter-branded dartboard and/or other Company-branded bar game(s)), you may be eligible to participate in our Staff Program. If you are eligible and you wish to do so, you must sign up for a Staff Program user account (“Staff Program Account”) in order to participate in the Staff Program. Creating a Staff Program Account may require that you provide or validate certain additional personal data, such as your employer, job title, and mobile phone number. You are responsible for keeping all such personal data up-to-date in our systems. You may create only one Staff Program Account.
     
  2. BY USING (OR, WHEN APPLICABLE, CONTINUING TO USE) YOUR STAFF PROGRAM ACCOUNT, YOU HEREBY AGREE THAT YOUR PARTICIPATION IN THE STAFF PROGRAM IS GOVERNED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THESE ADDITIONAL STAFF PROGRAM TERMS AND CONDITIONS.
     
  3. Staff Program participants can accumulate or earn, at the Company’s option, Credits or, at our election, other rewards (such Credits and other rewards, the “Staff Rewards”) through qualifying activities as determined by the Company (such the “Staff Qualifying Activities”). Certain Staff Qualifying Activities and/or Staff Rewards may be made available to only certain Staff Program participants at any given time.
     
  4. You may find the current Staff Qualifying Activities and Staff Rewards on our “Bar Rewards” site. We may select, at any time and from time to time, in our sole discretion, the type, timing, availability, and number of all Staff Qualifying Activities and Staff Rewards, including without limitation how many Credits a Staff Qualifying Activity may earn. We may elect to change any of the foregoing at any time and from time to time, in our sole discretion. The then-current version of the Staff Qualifying Activities and Staff Rewards posted on the Bar Rewards site will govern and control all award and redemption transactions from the date of posting until the date of replacement by a new version (if any). 
     

 

2. Staff Program Requirements

 

  1. In order to be eligible for the Staff Program, you must: (i) have a current, valid Music Services User Account (and/or, at the Company’s election in the future, a Games Services User Account), including without limitation meeting all criteria necessary to create and maintain such User Account; and (ii) reside in the United States or Canada. For clarity, if you live in any country other than the United States or Canada, you are not eligible for the Staff Program.
     
  2. No purchase is necessary in order to join the Staff Program. Certain Staff Qualifying Activities may require direct or indirect purchases (for example, purchasing or redeeming Credits).
     
  3. You hereby agree that: (i) you will not use the Staff Program or any component thereof (e.g., Staff Qualifying Activities, Staff Rewards) for any commercial purpose that is not expressly authorized (e.g., for sale or barter, or attempt thereof); and (ii) you will not in any way attempt to undermine the functioning or fairness of the Staff Program.   
     


3. Redeeming Staff Rewards

 

  1. Certain Staff Qualifying Activities or Staff Rewards may, whether offered directly by the Company or in connection with a third-party partner, have separate terms and conditions that apply.  
     
  2. Certain Staff Rewards may require that you provide us with additional information necessary to provide you with such Staff Reward (e.g., a mailing address, valid email address, applicable tax information) and you may be subject to additional terms and conditions (e.g., of the third-party partner providing such Reward).
     
  3. You are solely responsible for any applicable international, federal, state, provincial, or local income, sales, use, or other taxes arising out of the accrual, redemption or use of Staff Rewards.
     


4. Communications

 

  1. The Company will send you emails, in-app messages, push notifications, and if you have provided your phone number, text messages regarding the Staff Program, such as limited-time Qualifying Activities and Rewards. You may opt out of these messages by: (i) using the “unsubscribe” link included in the emails; (ii) modifying your app notification settings on your mobile device; or (iii) replying “STOP” or “UNSUBSCRIBE” to text messages. Even if you have opted out of such communications, however, as long as your Staff User Account remains active, we may send you necessary emails or in-app messages regarding the Staff Program, such as confirming your Staff Rewards selections.  
     
  2. We are not responsible or liable for any lost or misdirected communications or Staff Rewards shipments due to change of address or email address, or for any other reason. You are solely responsible for maintaining up-to-date information in your account. 
     


5. Data and Account Usage

 

  1. We will use your Staff Program data, including without limitation Your Data that you provide in relation to the Staff Program and/or your Staff Program Account, in accordance with our Privacy Policy. For clarity, we may use Your Data in connection with the Staff Program to, without limitation, provide the Staff Program, personalize Staff Qualifying Activity offers based on employer or location, and create Staff Loyalty Program improvements and enhancements.
     
  2. You are solely responsible for maintaining the security of your Staff Program information, including without limitation your Staff Program Account login credentials. You are solely responsible and liable for all actions taken in and by your Staff Program Account, including without limitation with respect to the Staff Program (e.g., Staff Rewards selection). You must notify us immediately at general@touchtunes.com if you know or suspect that someone else has accessed your Staff Program Account.
     


6. Third-Party Partners

 

We may, at any time and from time to time, in our sole discretion, elect to include third-party partners in the Staff Program (e.g., as providers of Staff Qualifying Activities or Staff Rewards). Such involvement may require that you agree to additional terms and conditions with respect to such involvement (e.g., to participate in a certain Staff Qualifying Activity). All intellectual property (e.g., copyrights, trademarks) owned or licensed by such third-party partners remains the sole and exclusive property of such third-party partners and you shall not, at any time or for any reason, infringe any such rights, all of which are hereby expressly reserved to such third-party partners. The Company will have no liability whatsoever with respect to any withdrawal or reduction in participation by a third-party partner in connection with the Staff Program.
 

 

7. Staff Program Participation Termination

 

  1. In addition to the termination rights set forth in the Agreement, we hereby reserve the right to exclude one or more individuals from the Staff Program without recompense to you if: (i) you have not accessed one or more Company user accounts for one hundred eighty (180) consecutive days; (ii) you are no longer employed by or work at a location with a Company jukebox (or, at our election, a BullShooter-branded dartboard or other Company-branded bar game); or (iii) you or the Company has terminated your access to or use of any Company Services. In addition to, and not in lieu of the foregoing, in the event of a violation of this Agreement, we may, upon written request, require that you return or otherwise pay to the Company the value of any Staff Rewards acquired as a result of or in connection with such violation.
     
  2. If you wish to terminate your participation in the Staff Program, you must contact our customer service team at general@touchtunes.com and request that the Company delete your Staff Program Account. Following such deletion, you will have no further access to your User Account(s), your Credits, or any related information (such as Your Content and Your Data).