Welcome to the AllTrack "Terms of Use".

These Terms of Use by and between AllTrack Performing Rights LLC ("AllTrack"), a Delaware limited liability company, and the party referenced in the Agreement ("Licensee"), together with any of the following applicable documents — Music Licenses, Fee Schedules, Licensee Information Forms, Reporting Forms, Invoices — and any other applicable Schedules, Attachments, Addenda or Exhibits (collectively comprising the "Agreement" or "Music License"), constitute a binding agreement between AllTrack and Licensee, and set forth the terms and conditions pursuant to which Licensee may publicly perform ("use" or "play") Music. Capitalized terms not defined herein shall have the meanings ascribed within the aforementioned documents collectively comprising the Agreement.

1. GRANT, DESCRIPTION AND LIMITATION OF RIGHTS

As of the Start Date and throughout the Agreement Term, AllTrack grants to Licensee a non-exclusive right to play, in whole or in part, any and all musical compositions (works) in the Territory for which AllTrack is authorized to license the music publishing right of public performance ("Music"), solely at the Location(s) or by the Service(s) or Station(s) (each as defined in the Fee Schedule if applicable) specified within the Music License.

The grant herein is limited exclusively to the aforementioned rights, solely for public performances in the United States of America and its commonwealths, territories and possessions, including the Commonwealth of Puerto Rico (collectively the "Territory"). Licensee shall not authorize, grant or license to another party, or otherwise commercially exploit the right to publicly perform any Music by any means or method beyond the licensed Location(s), Service(s) or Station(s), or otherwise as specified within the applicable Fee Schedule(s). The grant herein excludes performances of Music which are authorized by AllTrack pursuant to any other AllTrack license agreement, music associated with "Grand Rights" (musicals, plays, revues, operas or ballets) and the sound recording rights embodying the works in the AllTrack repertory. This grant of rights does not convey any rights, express or implied, other than those expressly granted by the Agreement. All rights not expressly granted to Licensee are reserved by AllTrack.

2. AUTHORITY AND E-SIGN CONSENT

You hereby acknowledge and agree that you, as the individual entering into this Agreement on behalf of Licensee, represent that the information that you are providing in connection with this Agreement is true and complete, that you have the full right, power, authority and approvals to enter into this Agreement on behalf of Licensee, and that your agreement to this Music License constitutes Licensee’s intent to be bound by its terms and to promptly pay all fees and other applicable amounts payable (if any). If you are submitting your agreement hereto electronically, you acknowledge and agree that it shall satisfy any legal requirement that signatures of Licensee and AllTrack be in writing. You are advised to maintain copies of electronic documents, confirmations and communications by printing a paper copy or saving an electronic copy.

3. CONDITIONS

Licensee shall not grant to or authorize any subsidiary, parent, affiliate or third party the right to publicly perform the Music outside of the licensed Location(s) or beyond the licensed Service(s) or Station(s), regardless of means of transmission, without a valid AllTrack license or AllTrack’s written consent.

4. LICENSE FEE

With respect to the rights granted herein, you agree to pay an amount to AllTrack for the right to publicly perform (play) the Music (the "License Fee"), calculated and payable in accordance with the applicable Fee Schedule(s). You agree that your use of Music is accurately represented in this Agreement, that upon entering into this Agreement you will have secured the appropriate type of AllTrack license(s) for your business or entity and use of Music, and that you will notify AllTrack immediately in writing if your use of Music changes in a manner that would require incremental License Fees under this Agreement, or additional AllTrack Music Licenses or alternative types of AllTrack Music Licenses. All payments of License Fees hereunder are non-refundable and subject to late fees of 1.75% per month (or, if less, the maximum rate allowable by law), including reasonable collection agency and attorneys’ fees.

You agree that AllTrack may inquire directly of you from time to time about your use of music or verify your use of music through independent sources. You further agree to provide sufficient evidence, upon written request of AllTrack, to verify the accuracy of inputs used to determine your AllTrack license types and fees, and to permit AllTrack to inspect your books and records as related to any musical aspects of your business or entity. If such inquiry or verification results in a requirement for incremental License Fees, you hereby authorize AllTrack to immediately adjust the License Fees in accordance with the appropriate Fee Schedule(s) then in effect, to retroactively account for any non-permitted usage from the date the License Fees would have originally been due. If such inquiry or verification results in a requirement for incremental License Fees in excess of 10% of what the Licensee Fees were for the period under review for each specific Location, Service, Station or other licensed property, you hereby authorize AllTrack to immediately adjust the License Fees to include a finance charge of 1.75% per month (or, if less, the maximum rate allowable by law) on the underpaid balance from the date it would have originally been due plus reasonable investigation, collection agency and attorneys’ fees.

Notwithstanding anything to the contrary, AllTrack may make changes to the Fee Schedule(s); provided, that in the event of a change to a Fee Schedule that goes into effect other than on January 1 of any year, AllTrack must provide written notice of such change to Licensee, after which Licensee shall have thirty (30) days to terminate this Agreement effective as of the date such change is to take effect by providing written notice as specified herein, with reference to this provision as the basis for such termination.

5. BILLING

Licensee acknowledges and agrees that AllTrack may automatically bill and charge Licensee as the Licensee Fee becomes due for the ongoing right to play Music as specified herein. If Licensee wishes to disable the automatic payment feature, Licensee may provide AllTrack notice accordingly as specified within the notification provisions herein. AllTrack’s inability to successfully complete a transaction using the payment information in its possession does not relieve Licensee of its obligation to timely satisfy the License Fee due and payable. Notwithstanding anything to the contrary, AllTrack reserves the right to terminate this Agreement immediately without notice if the License Fee is not received by AllTrack by the required payment date.

6. CONFIDENTIALITY

During the Term of this Agreement, "Confidential Information" shall mean this Agreement and any proprietary and confidential information disclosed, in the course of and during the Agreement Term, by one Party (the "Disclosing Party") to another Party (the "Receiving Party"). Confidential Information will be kept confidential by the Receiving Party and will not be disclosed to any other person; provided, however, that each party may disclose Confidential Information of the other to its affiliates, employees, officers, directors, agents, prospective or existing financing sources and subcontractors ("Representatives") who have a need to access and/or use the Confidential Information in order to perform or exercise such party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than as provided under this Agreement. The Receiving Party shall use the same care and discretion to avoid disclosure, but in no event less than a reasonable degree of care and discretion, as it uses with its own similar information that it does not wish to disclose.

The term Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives (as defined below) in violation of the terms hereof; (ii) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source that is not known to the Receiving Party to be prohibited by a contractual, legal, or fiduciary obligation to the Disclosing Party from disclosing such information to the Receiving Party; (iii) is independently developed, conceived, or discovered by the Receiving Party or its Representatives; or (iv) is already known to the Receiving Party or any of its Representatives prior to disclosure of the same to the Receiving Party or its Representatives by the Disclosing Party or the Disclosing Party’s Representatives.

7. DELINQUENT REPORTING

If Licensee has entered into an Agreement with AllTrack that requires Licensee to periodically submit Reporting Forms to AllTrack as required per the applicable AllTrack Fee Schedule(s), and if Licensee fails to timely submit completed Reporting Form(s) in accordance with the requirements specified therein, Licensee authorizes AllTrack to charge an applicable License Fee using the information submitted to AllTrack during the prior License Term or by reasonably calculating the estimated current License Fee utilizing public records, which License Fee shall be adjusted appropriately upon sufficient and timely receipt by AllTrack of a valid and accurate Reporting Form, or other reporting materials deemed acceptable by AllTrack. AllTrack may terminate this Agreement, subject to Section 8, if Licensee fails to submit valid and accurate Reporting Forms by the date required. Any period of underpayment of License Fees resulting from the delinquent submission of Reporting Forms by Licensee shall be subject to late fees accrued from the date the original balance would have been due if the Reporting Forms had been submitted by Licensee when due.

8. TERMINATION AND BREACH

Either party may terminate this Agreement by providing written notice to the other party no later than 30 days prior to expiration of the Agreement Term. Termination of the Agreement shall not relieve Licensee of its obligation to pay any remaining License Fees due, including License Fees for the period in effect at the time a notice of termination is provided.

In the event of a breach of this Agreement by either party, either party may terminate this Agreement by providing 30 days written notice to the other, during which period the breach may be cured. If the breach has not been cured during such 30-day period, this Agreement shall expire; provided, however, that AllTrack shall have the right to terminate this Agreement immediately without notice upon (i) any change in law, decree or other regulation that would have a materially adverse impact to AllTrack’s operations or costs, (ii) filing of a petition for bankruptcy with respect to Licensee, or (iii) Licensee declaring or becoming insolvent. AllTrack shall retain any remedies available to it under this Agreement beyond termination.

9. NOTICES AND COMMUNICATIONS

Notices to AllTrack must be sent in writing (in English) to 324 S. Beverly Dr., Suite #523, Beverly Hills, CA 90212, or if sent via email, to legal@alltrack.com. Physical notices will be deemed to have been fully given when delivered in person or five days after deposit with a reputable overnight courier service.

AllTrack and its affiliates may provide you with certain communications, notices, agreements, statements, or disclosures in writing ("Communications") in connection with this Agreement. This Agreement hereby confirms your ability and consent to receive Communications electronically from AllTrack and its affiliates, rather than in paper form, in our relationship with you. Under this consent, AllTrack may provide Communications directed to the latest contact information in this Agreement or maintained by Licensee in its AllTrack account, or for all matters other than a notification of a breach of the Agreement, by making the Communications available via AllTrack websites or applications accessible by Licensee. Communications are deemed delivered on the date sent or made available on AllTrack websites or applications accessible by Licensee and include, but are not limited to (1) agreements, terms and policies related to use of the Music, (2) financial transaction authorizations, invoices, receipts and/or confirmations, (3) account statements and history, and (4) fee drivers and Location, Service or Station specific inquiries and requests for reporting. Licensee is responsible for maintaining a valid email address, physical address and phone number on file with AllTrack through the later date on which it uses the Music or has an outstanding balance payable to AllTrack.

10. GOVERNING LAW

The terms of this Agreement shall be governed by and construed in accordance with the laws of the state of New York.

11. DISPUTE RESOLUTION

Disputes arising in connection with this Agreement shall be submitted to the American Arbitration Association in New York, New York, for arbitration under its prevailing rules then in effect. The arbitrator(s) will be selected as follows: AllTrack and Licensee shall each have the right to appoint one arbitrator by written notice to the other. If within 10 days following the delivery of such notice by either party the other shall not appoint an arbitrator by written notice, the first arbitrator shall be the sole arbitrator. If two arbitrators are appointed, these arbitrators shall appoint a third arbitrator. If the two arbitrators are not able to agree upon a third arbitrator within 10 days of the appointment of the second arbitrator, then either of AllTrack or Licensee may, in writing, request the American Arbitration Association to appoint the third arbitrator. The award made in the arbitration shall be binding and conclusive on both parties. Costs, expenses and reasonable attorneys' fees of arbitration shall be borne by the unsuccessful party. Judgment may be entered in New York State Supreme Court or any other court having jurisdiction. Any disputes, and associated awards or resolutions, shall be considered Confidential Information.

12. GENERAL

AllTrack shall have the right to immediately remove any Music from its repertory at its sole discretion to the extent there is an inquiry, dispute or investigation regarding the right of AllTrack to license such Music.

You agree to notify AllTrack within 30 days of receipt of any claim of alleged infringement made against you with respect to your performance of Music.

This Agreement and the rights and obligations herein are not transferrable or assignable by Licensee without the prior written consent of an officer of AllTrack.

License Fees are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable sales, gross receipts, value added, goods and services, and other transaction taxes, fees, charges and surcharges, and any regulatory cost recovery surcharges or similar amounts that are owed under or in connection with this Agreement and which we are permitted to collect from you under applicable law. You are responsible for all other taxes that you are legally obligated to pay including any taxes that arise on the provision of services or distribution of products to your customers, subscribers and affiliates. AllTrack is responsible for all taxes based on our net income, gross receipts (imposed in lieu of taxes on income or profits), or taxes on our property ownership.

The terms of this Agreement shall be subject to AllTrack’s standard practices and procedures in effect as of the date of this Agreement and as they may be updated, modified or supplemented from time to time. We may modify the terms herein in our sole discretion, which terms shall be made available on alltrack.com or one of its subdomains. You are responsible for periodically checking for changes and are bound by them by continuing to use the Music or any electronic services made available by AllTrack.

You agree not to disparage, degrade or bring AllTrack (or any of its affiliated writers or publishers or its employees or contractors) into public disrepute, contempt, scandal or ridicule, and not to shock, or otherwise insult or offend the community in a manner that would cause harm to AllTrack.

This Agreement is subject to our state general license disclosures.

All covenants, agreements, representations and warranties made in this Agreement, shall survive any termination or expiration of this Agreement or discontinued use of the Music by you.

13. ENTIRE AGREEMENT; NO IMPLIED TERMS

Each party acknowledges and agrees that this Agreement supersedes any other exchanges between the parties, whether written or oral, and no additional terms are or may be implied. The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. In the event these Terms of Use conflict with any other terms that collectively comprise this Agreement, the Terms of Use shall prevail. Failure to enforce any provision of this Agreement will not constitute a waiver. If part of this Agreement is declared void by a court of competent jurisdiction, the remaining parts shall continue to be binding and shall have the same force and effect as if the void part were deleted from this Agreement.

2026 Fee Schedule

Background Music Services

This Fee Schedule sets forth the License Fees payable for the public performance (“use” or “play”) of Music by background music services (each a “Service” as defined in Section 5). This Fee Schedule is hereby incorporated by reference into the Terms of Use, and all capitalized terms that are not defined herein shall have the meanings ascribed within the Terms of Use.

1, LICENSE FEE

Subject to the terms herein and timely payment of the License Fee for each calendar quarter, Licensee is authorized to transmit, and Subscribers are authorized to publicly perform, Recorded Music through the Service without limit on the number of performances during that calendar quarter, solely at Locations (subject to Section 6).

Table 1.1 Rate Card

The License Fee for each calendar quarter shall be the sum of the monthly License Fees for each of the three months within that quarter. The License Fee for each month shall be the greater of:

(a) the number of Audio Only Locations multiplied by the monthly License Fee per Audio Only Location, plus the number of Audio Visual Locations multiplied by the monthly License Fee per Audio Visual Location; or

(b) the minimum total monthly License Fee.

For purposes of determining the License Fee for each calendar month, a Location:

• shall be included in the calculation of the number of Locations if it used or was authorized by a Subscriber to use the Service at any point during that calendar month;
• shall be counted as an Audio Visual Location for any calendar month in which it received, or was authorized to receive, any Audio Visual programming through the Service, regardless of how it is designated; and
• that is counted as an Audio Visual Location may also receive and perform Audio Only programming through the Service without incurring any additional License Fees, and shall be counted only once, as one Audio Visual Location.

Effective January 1 of each calendar year, the Rate Card (per Table 1.1 above) for purposes of determining the License Fee for any upcoming Renewal Term shall be adjusted by the percentage increase, if any, in the Consumer Price Index for All Urban Consumers (CPI-U), or by 5%, whichever is greater.

2. LICENSE TERM & PAYMENT

This Agreement shall commence on the Music use start date set forth in the Music License (the “Start Date”) and continue for a period of three years (the “Initial Term”). Thereafter, the term of the Agreement shall automatically renew for successive three year periods (each a “Renewal Term” and the Initial Term plus all Renewal Terms collectively, the “Agreement Term”).

The License Fee shall be calculated for each month in a calendar quarter in accordance with Section 1, based on the Locations reported by Licensee to AllTrack quarterly in accordance with Section 3. Payment of the quarterly License Fee is due within 30 days following the last day of each calendar quarter (e.g. payment for the quarter ending March 31 is due by April 30).

3. LICENSEE REPORTING REQUIREMENTS – SUBSCRIBERS AND LOCATIONS

Within 30 days following the last day of each calendar quarter, Licensee will report to AllTrack, using the Reporting Form or online application made available to Licensee by AllTrack, for each month during that quarter:

(a) all active Subscriber names, and for each Location of each Subscriber, the consumer-facing business name, physical address, contact name, phone number, email address, and designation as Audio Only or Audio Visual; and

(b) all Subscribers and Locations whose Service terminated or expired since Licensee’s prior report, and for each former Location, the consumer-facing business name, physical address, contact name, phone number, email address, and date of discontinuation of Service.

4. LICENSEE REPORTING REQUIREMENTS – MUSIC USAGE

Within 30 days following the last day of each calendar quarter, Licensee will report to AllTrack the usage data for all programming containing Music that was transmitted by the Service to a Location during that quarter (e.g. usage for the quarter ending March 31 is due by April 30). Licensee will report usage data to AllTrack in a format that either (a) contains census (not sampled) song-level electronic programming logs with at least song title, performer name, ISRC, duration, performance date, and number of performances, meaning the total number of transmissions of each song, counting each receiving Location separately, or (b) adheres to the requirements of the Music Usage Reporting Form or online application made available to Licensee by AllTrack. If, after reasonable efforts, Licensee is unable to obtain or extract any of the data described in clause (a), Licensee will provide as much of that data as is available. In addition, if Licensee reports under clause (b), or reports less than all of the data described in clause (a), and Licensee delivers usage data for the same period to any other music rights licensing organization, Licensee will provide AllTrack with a copy of that usage data, or equivalent usage data in at least as much detail.

5. DEFINITIONS

Audio Only. Programming delivered through the Service consisting solely of Recorded Music and other audio content, without any accompanying visual content viewable by the public.

Audio Visual. Programming delivered through the Service consisting of Recorded Music accompanied by visual content presented on one or more screens, displays, or visualizers, viewable by the public, including but not limited to pre-recorded music videos or other proprietary video content.

License Fee. The amount payable by Licensee to obtain the right of public performance for Music played directly or indirectly through or using the Service by a Subscriber, or at a Location.

Location. A physical business that is owned, controlled, or managed by a Subscriber, at which Music is played, or is authorized to be played, through the Service.

Music. Musical compositions contained within AllTrack’s repertoire, the public performance of which is licensed pursuant to this Fee Schedule.

Recorded Music. Music that has been previously captured and recorded and is played (streamed, broadcast, transmitted, retransmitted, etc.) via any device including, but not limited to a digital streaming device (phone, tablet, desktop, laptop, smart TV, virtual reality hardware, augmented reality hardware, infotainment device, or other internet-connected device), background music device, TV or other audiovisual device, gaming machine or console, radio, jukebox or other device that enables the playback of digital media, CDs, tapes, records, DVDs, videotapes or other similar media. Recorded Music does not include live performances.

Service. A background music service (also sometimes referred to as a commercial music service) not available by subscription or license to the general public that transmits Audio Only or Audio Visual programming containing Music to its Subscribers for performance at their Locations, whether by digital streaming, satellite transmission, internet-based transmission, hardwired transmission, or any other means now known or later developed, including through any proprietary mobile application, web-based platform, hardware device, screen, display, or other means used to access, receive, or facilitate such transmission.

Subscriber. A customer or prospective customer of Licensee that authorizes the public performance of Music at its Locations through the Service pursuant to a subscription, license, grant, trial, or other agreement or arrangement with Licensee, whether or not such party’s account is in good standing with Licensee.

6. EXCLUSIONS

Notwithstanding anything to the contrary, an AllTrack license obtained in connection with this Fee Schedule (a) excludes the right to publicly perform Music in connection with any use covered by AllTrack’s other Fee Schedules, as determined by AllTrack in its sole discretion, and (b) excludes any and all other forms of public performance of Music that (i) accompany dancing or fitness classes or routines, (ii) occur at nightclubs, bowling centers, theme parks, skating rinks, or locations where music is played at elevated sound levels or where it is used or promoted as a featured form of entertainment, (iii) occur at locations where a ticket, cover, admission, or other form of entry fee is charged, but only in the portion of the location to which that fee relates, provided that any other portion of an authorized Location remains covered by this Agreement, (iv) occur by means of any application, device, or service not provided as part of the Service, or by broadcast radio or television, or (v) are performed live by bands, solo artists, or DJs, or as karaoke, or are broadcast or streamed in audio visual format either live or in simulcast, such as in the cases of musical performances, sports, and news. The Music rights licensed hereunder may not be sublicensed, relicensed, or resold to any other Service or other third party, except that Subscribers are authorized to perform Music at their Locations through the Service in accordance with this Fee Schedule. For clarity, this AllTrack license excludes any and all mechanical, reproduction, and synchronization rights.