Updated on 22 May 2025

About us

The Myndstream service is provided by Mynd Group Limited, a company registered in England and Wales under number 13419314, whose registered office is at Unit 9 Westworks, White City Place, 195 Wood Lane, London, London, United Kingdom, W12 7FQ (“Mynd Group”, “we”, “us”, “our”). If you have any questions about your subscription or our Services, including billing, please contact our customer support team by sending an e-mail to [email protected]. 

Agreement

Thank you for choosing Myndstream as your business’ audio streaming solution. We have developed the Myndstream service, including any related features such as support functionality or user manuals or documentation (“Services”), to provide business users with easy streaming access to certain music and soundtracks, currently accessible via the following websites (which may be updated from time to time at Mynd Group’s discretion) (the “Platform”): https://play.myndstream.com/ and applications [https://help.myndstream.com/en/articles/11172977-where-can-i-download-the-myndstream-app]

The Platform is not Customer specific and has not been developed to meet your requirements. Please check that the functionality of the Platform and the Services meet your requirements by accessing the trial period. We may update the Platform from time to time at our absolute discretion including to make technical adjustments, improve performance, enhance functionality or address security threats.

In order to use and access our Services you need to agree to our Terms and Conditions which you will find set out below. By using the Services you agree to the terms of the Order Confirmation, our Terms and Conditions, our Privacy Policy (https://myndstream.com/privacy-policy/) and any other documentation we provide to you (including any agreement for bespoke services, if applicable), in each case as may be amended from time to time by us (together, this “Agreement”). Capitalised defined terms used in the Order Confirmation have the meaning given to them in our Terms and Conditions. If you do not agree to the terms of this Agreement (as amended) you must not use or access the Services and we reserve the right to take any reasonably necessary action to prevent unauthorised use of the Services.

If you are accessing or using the Platform or Service in connection with your employment or on behalf of your company (or any other legal entity), you warrant to us that: (i) you bind such entity to this Agreement; (ii) you are authorised to do so; and (iii) you are over the age of 18 years old. Any references in this Agreement to “Customer”, “you” or “your” refers to the relevant legal entity.

Your Subscription

We will provide you with the benefits of the subscription package(s) (each a “Subscription Package”), that you select at checkout subject to any specific requirements that you agree at checkout (such as number of locations) (your “Subscription”), with effect from the date of purchase (or as soon as practicable thereafter) (“Effective Date”).

Your Subscription will auto-renew for the duration of the relevant Subscription Package selected, as set out in the Terms and Conditions. Please find relevant information here [https://help.myndstream.com/en/articles/10028040-cancelling-your-subscription] or get in touch with us if you do not wish your Subscription to auto-renew.

 

FREE TRIAL PERIOD

You can now try Myndstream commitment-free.

The Platform or Service is available to you on a 14-day trial basis. You will not be charged for access to the Platform or Service during this time and no payment information will be taken until you decide to purchase a Subscription. After purchasing a Subscription, please contact us if you wish to cancel your Subscription. By clicking on the “START FREE TRIAL” button, you agree that this Agreement will bind you. If you do not agree to this Agreement, do not access the Platform or Services. For more information, please see Clause 14 of our Terms and Conditions.

MYNDSTREAM SUBSCRIPTION TERMS AND CONDITIONS

Please read these Terms and Conditions carefully. Your attention is particularly drawn to the provisions relating to the disclaimer (Clause 11), automatic renewal (Clause 14), limitations of liability (Clause 13) and exclusivity (clause 15).

These terms and conditions are entered into by the Customer and take effect on the Effective Date. Defined terms in this Agreement have the meaning given to them in Schedule 1.

1. Myndstream Services

Licence and Access

1.1 Subject to the terms of this Agreement, Mynd Group hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use and access the Platform and the Services at the specified number of Locations in the Territory during the Subscription Term for the Customer’s commercial (strictly non-personal) use, solely for the purpose of streaming background audio at the Customer’s Location(s). Customer shall not copy, rent, sub-license, sell, lease, reproduce, publish, republish, post, broadcast, frame or transmit the Platform, Services or Content (or any part of them), otherwise make available in whole or in part, or authorize or assist anyone else in doing so other than as otherwise explicitly permitted under the terms of this Agreement. Customer shall not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform, Services or Content nor permit any part of them to be combined with, or become incorporated in, any other platform, website, programs or services, except as explicitly permitted under the terms of this Agreement.
1.2 To access or use the Services, the Customer’s Authorised Users will need to register an account as a user (and Mynd Group may offer different tools and permissions from time to time depending on the type of account registered). The Customer remains fully liable for all acts and omissions of any person it permits access to the Services or who otherwise accesses via, or in connection with, the Customer’s account.
1.3 The Customer hereby represents and warrants that:
(i) it complies with all applicable laws and third party rights and instructions or guidance issued by Mynd Group in relation to the Services and the Customer entering into this Agreement does not and shall not violate any applicable law, rule or regulation, or require any conditional consent by any person or entity;
(ii) it will not access or use the Service, or otherwise stream Content outside of the allowed Territories;
(iii) it will only use the Service to provide foreground or background music media at its physical Location(s) and will not amplify, transmit or retransmit the broadcast of Content so as to be accessible, audible or visible outside of the Location(s) (beyond ordinary patio or other outdoor speaker usage), or transmit Content outside of the Customer’s physical Locations;
(iv) it will not use Content, Mynd Group’s brand, know-how or any other intellectual property rights associated with the Platform or Services in connection with any advertising, sponsorship, or commercial messaging, including but not limited to using the Content in any manner which suggests an endorsement, affiliation, partnership, co-operation or relationship between the Customer and any artist, band, label or other entity;
(v) it will not use the Service at any entertainment or other public event at any location for which an admission fee is charged;
(vi) it will not use the Content as an accompaniment to musicians, singers, dancers, any other entertainers actually present and performing;
(vii) it acknowledges and agrees that any Content and any other rights, title, and know-how (including any and all intellectual property rights) owned or controlled by third party rights holders shall be deemed the property of such rights holders, with all right, title, and interest in and to such works, including any programming and compilations provided on or through the Services, vesting exclusively in the applicable rights holders; and

(viii) it acknowledges and agrees that Mynd Group is entitled to provide, and that third party rights holders are permitted to receive, record, report and monitor usage of Content for purposes of reporting and managing licensing activity as well as compliance, directly or through Performing Rights Organisations. The owners of Content are intended beneficiaries of this Agreement and shall have the right to enforce this Agreement against you.
1.4 Mynd Group confirms that it has obtained all necessary music rights and licenses, including rights related to public performance, for the use of the Content through the Service by the Customer in accordance with this Agreement, provided all use, Authorised Users and Locations are located within the Territory and all such use is strictly in accordance with the licences granted herein. This confirmation, and any licence granted by this Agreement, does not cover the Customer performing any music, Content or related content outside of the Platform.

Authorised Users

1.5 In relation to Authorised Users, the Customer undertakes that:
(i) each Authorised User accessing the Services in connection with the Customer’s Subscription will create their own Authorised User account to access the Services;
(ii) it will not allow or suffer: (a) the number of Authorised Users set out in the relevant Subscription Package to be exceeded (b) where the permitted number of Authorised Users is “unlimited”, the number of Authorised Users to exceed a commercially reasonable number, in any event not exceeding the number of employees or staff of the Customer; (c) Authorised Users to allow other persons access to the Services via their log-in credentials; or (d) any person to access or use the Services in excess of the agreed number of Locations;
(iii) each Authorised User shall keep their password confidential and update their password at a regular interval not to exceed 12 months and each Authorised User shall comply with all other reasonable security, account set-up and account verification requirements of Mynd Group, as implemented from time to time;
(iv) it shall maintain a written, up to date list of current Authorised Users and Locations and provide such list to Mynd Group within 5 Business Days of the Mynd Group’s written request at any time or times; and
(v) it shall permit Mynd Group or Mynd Group’s designated auditor to audit the Services in order to establish the name and relevant details of each Authorised User, Location and the Customer’s data processing facilities to audit compliance with this Agreement.
1.6 If any of the audits referred to in Clause 1.5(v) above reveal that the Customer has exceeded the relevant Subscription Package, and as such has underpaid Subscription Fees to Mynd Group then, without prejudice to Mynd Group’s other rights or remedies, the Customer shall pay to Mynd Group: (i) an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Confirmation or other documentation of Mynd Group, plus interest at the rate stated at Clause 8.9; and (ii) Mynd Group’s and/or Mynd Group’s reasonable designated auditor costs and expenses (on a full indemnity basis) to conduct the audit, within 14 days of the date of the relevant audit.

Acceptable Use

1.7 During the course of its use of the Platform or Services, the Customer shall not introduce (or permit the introduction of), access, store, distribute or transmit into the Platform, Services, or Mynd Group’s network and information systems any: (i) Viruses; (ii) Vulnerability; or (iii) material that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property. Mynd Group reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to the Platform and/or Services.
1.8 The Customer shall not:
(i) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, translate, adapt, vary, alter, transmit, or distribute all or any portion of the Platform, Services or Content (as applicable) in any form or media or by any means (for the avoidance of doubt, excluding the Content which the Customer is permitted to stream in its place of business pursuant to its Subscription and the terms of this Agreement); or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
(ii) access all or any part of the Services in order to build a product or service which competes with the Services or permit the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Services as permitted under this Agreement;
(iii) use the Services to provide competing services to third parties;
(iv) subject to Clause 16.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party whether for money, for anything else or for free except to the Authorised Users;
(v) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Clause;

(vi) use the Platform, Services or Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and Conditions, or act fraudulently or maliciously, for example, by hacking into the Platform or in breach of applicable online safety regulations in the Territory;

(vii) infringe Mynd Group’s intellectual property rights or those of any third party in relation to Customer’s use of the Platform, Services or Content;

(viii) use the Platform or Services in a way that could damage, disable, overburden, impair or compromise Mynd Group’s systems or security or interfere with other users; or

(ix) collect or harvest any information or data from the Platform or Mynd Group’s systems or attempt to decipher any transmissions to or from the servers running the Platform or any Services.

1.9 The Customer shall prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, notify Mynd Group as soon as possible.

2. Changes to Customer’s Subscription

2.1 The Customer may, from time to time during the Subscription Term, request to purchase additional or supplemental Subscription Packages, on the terms set out in this Agreement. Where Mynd Group approves the request, Mynd Group shall use reasonable endeavours to activate the additional or supplemental Subscription Package(s) within a reasonable timeframe, in which case the Customer shall pay to Mynd Group the relevant additional Subscription Fees on the payment terms set out in these Terms and Conditions.
2.2 Mynd Group is permitted to monitor the usage of the Platform or Services by the Customer. Should the usage exceed the permitted usage set out in the Customer’s Subscription Mynd Group (at its sole discretion) shall be permitted to charge and the Customer shall be obliged to pay additional Subscription Fees pursuant to the most relevant Subscription Package to the Customer’s use. This includes if the Customer: (i) exceeds the number of permitted Locations, (ii) exceeds the number of permitted Authorised Users, or (iii) accesses the Services outside of the Territory.
2.3 Mynd Group may, in its sole discretion, require the Customer to reduce its usage of the Services if the Customer’s usage is in excess of the permitted usage per the Customer’s Subscription and/or detriments the use of services provided by the Mynd Group to third parties.

3. Services

3.1 Mynd Group shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement. Mynd Group shall use commercially reasonable endeavours (although does not guarantee) to make the Services available 24 hours a day, seven days a week (or as set out in the Order Confirmation), except for planned or unplanned maintenance or events beyond Mynd Group’s reasonable control. Mynd Group will use reasonable commercial endeavours to give the Customer reasonable advance notice of planned maintenance works. Certain technical difficulties or maintenance may, from time to time, result in interruptions, unavailability, delays or compromise to the quality to the Services. Customer hereby acknowledges and agrees that it is not entitled to any compensation in respect of the above.
3.2 Mynd Group will, as part of the Services, provide the Customer with access to Mynd Group’s standard customer support services. Mynd Group may amend or withdraw any support services it offers in its sole and absolute discretion from time to time.
3.3 Mynd Group may make changes, updates, amendments, modifications or improvements to the Platform, the Services or any part thereof on an ongoing basis, including without limitation, to the “look and feel” of the Platform, in each case at any time at its sole discretion.
3.4 The Content which is available via the Service at any point in time may vary. Mynd Group makes no representation or warranty that any such Content will be available on the Service, and Mynd Group has no liability for any claim arising out of the unavailability of any such content. The Content may be subject to the rights of third parties.

4. Data Protection

4.1 Under Applicable Data Protection Laws, Mynd Group is required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy (https://myndstream.com/privacy-policy/) and it is important that you read that information. 

4.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. Mynd Group will process all Customer Personal Data in accordance with its applicable Privacy Policy (incorporating its cookie policy) in force at the time, the most recent version of which is incorporated as part of this Agreement and available on Mynd Group’s website.
4.3 The parties acknowledge that this Agreement does not involve either party, acting as controller, appointing the other party as its processor in respect of Personal Data.
4.4 The Customer will ensure that it has all necessary and appropriate permissions, consents, licences and notices in place to enable lawful transfer of the Customer Personal Data to Mynd Group and/or lawful collection of the same by Mynd Group, including where one of its Authorised Users creates an account or otherwise provides Customer Personal Data to access the Services or a feature thereof, for the duration and purposes of this Agreement.

4. Third Party Providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that Customer does so solely at its own risk. Mynd Group makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Mynd Group. Mynd Group recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Mynd Group does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services and you will need to make your own independent judgment about whether to use such third-party website or otherwise. Any use of, correspondence with, contract entered into with and transaction completed via any third-party website is at the Customer’s own risk.

6. Mynd Group’s Obligations

6.1 Mynd Group undertakes that the Services will be performed substantially with reasonable skill and care.
6.2 The undertaking at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mynd Group’s instructions, modification or alteration of the Services by any party other than Mynd Group or Mynd Group’s duly authorised contractors or agents, or events beyond Mynd Group’s reasonable control. If the Services do not conform with the foregoing undertaking, Mynd Group will (at its election) either: (i) at its expense, use reasonable commercial endeavours to correct any such non-conformance as soon as reasonably practicable, or (ii) provide the Customer with an alternative means of accomplishing the desired performance, or (iii) provide the Customer with a refund of the applicable portion of the Subscription Fees. Such correction or substitution or refund constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1 and Mynd Group shall have no further liability to the Customer.
6.3 Whilst Mynd Group will use reasonable endeavours to maintain the Platform, the nature of the Services means Mynd Group cannot and does not warrant that: (a) the Customer’s use of the Services will be uninterrupted or error-free; (b) the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or (c) the Platform or the Services will be free from Vulnerabilities or Viruses. Mynd Group is not responsible and shall not be liable to the Customer for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Similarly, Mynd Group has no responsibility and shall not be liable to the Customer for any issues, interruptions, defects or any other failure caused or related to the Customer’s hardware, software or other equipment or connectivity solutions, including where such items do not meet the minimum requirements to access to Platform.
6.4 For the avoidance of doubt, this Agreement shall not prevent Mynd Group from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
6.5 Mynd Group cannot and does not guarantee that it will be able to restore or retrieve Customer Data. Mynd Group shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Mynd Group to perform services related to Customer Data maintenance and back-up, for which it shall remain fully liable). Mynd Group shall be entitled to delete any copies of the Customer Data that it controls after a reasonable period of inactivity, in accordance with Mynd Group’s retention policy.

7. Customer’s Obligations

7.1 The Customer shall:
(i) provide Mynd Group with: (a) all necessary co-operation in relation to this Agreement; (b) all necessary access to such information as may be required by Mynd Group, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; and (c) any information as otherwise required by any law enforcement or regulatory body;
(ii) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(iii) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
(iv) ensure that the Authorised Users use the Services in accordance with: (i) this Agreement, and (ii) any other terms that relate to the Authorised User’s use of the Platform, and the Customer shall be responsible for any Authorised User’s breach of the same;
(v) obtain and shall maintain all necessary licences, consents, and permissions necessary for Mynd Group, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(vi) ensure that its network and systems comply with the relevant specifications necessary to access the Platform as communicated by Mynd Group to the Customer from time to time, which are available here: [https://help.myndstream.com/en/articles/10026660-system-and-software-requirements] (or such other location as provided by Mynd Group from time-to-time), which may be updated or amended by Mynd Group; and
(vii) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its hardware, network connections and telecommunications links (including all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet).
7.2 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data. The Customer hereby grants to Mynd Group for the duration of the Term a non-exclusive, worldwide, royalty-free licence to distribute, modify, edit, publish, transfer, alter, reproduce, copy, adapt, and otherwise use Customer Data for the purposes of providing, maintaining and improving the Platform and the Services and as otherwise reasonably necessary in order to perform Mynd Group’s obligations and exercise Mynd Group’s rights under this Agreement.

8. Charges and Payment

8.1 The Customer shall pay the Subscription Fees to Mynd Group in accordance with this Clause 8, the Order Confirmation and the online ordering process.
8.2 All amounts and Subscription Fees stated or referred to in this Agreement:
(i) shall be payable in the Currency;
(ii) are non-cancellable and non-refundable (save as otherwise set out in this Agreement); and
(iii) are exclusive of Taxes which shall, where applicable, be charged in accordance with the Order Confirmation, as specified at checkout or as they become due.

Payment Method

8.3 When you order a Subscription online, you may select a payment method as part of the ordering process, subject to any additional terms and conditions that may be applicable to such a payment method (such as territory restrictions, bank restrictions or charges (including a payment processing fee), spend limits, third party service provider terms and charges), each an “Authorised Payment Method”.
8.4 All orders by the Customer are final. Mynd Group shall charge the Customer’s Authorised Payment Method on the Effective Date for the Subscription Fees, and thereafter shall charge the Customer’s Authorised Payment Method at the start of each Billing Period.
8.5 Mynd Group reserves the right to change any and all prices for any Subscription Packages at any time, for any reason. For the avoidance of doubt, such changes will take effect from the start of the Customer’s next Renewal Period and/or in respect of any new or updated Subscription entered into by the Customer. In the event that Customer requests to use a payment method other than an Authorized Payment Method, Mynd Group may in its discretion add a reasonable administrative fee.

8.6 Customer shall not be permitted to withhold payment for the Subscription Fees in the event of any disruption to or unavailability of the Services, except to the extent permitted by this Agreement.

Non-Payment

8.7 It is the Customer’s sole responsibility to ensure that all data in respect of their Authorised Payment Method is accurate and up to date, including if such data changes during the Term. If a transaction has been declined due to issues with the Customer’s Authorised Payment Method, the Customer shall submit another Authorised Payment Method. Customer shall promptly pay all amounts due upon demand by Mynd Group.
8.8 If Mynd Group does not receive valid payment at the Effective Date Mynd Group may, without liability to the Customer, disable the Customer’s and/or any Authorised User’s password, account and access to all or part of the Services and Mynd Group shall be under no obligation to provide any or all of the Services while the amounts concerned remain unpaid.
8.9 All amounts owed that are not paid when due will be subject to an interest rate of eight percent (8%) per annum, accruing daily, or the maximum rate permitted by law (whichever is less) in addition to any costs, fees or expenses incurred by us in connection with our payment reminders and collection activities. This interest accrues from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Customer shall pay the interest together on any overdue amount.

8.10 Mynd Group reserves the right to take any and all action at the Customer’s expense to recover any amounts unpaid by the Customer.

Invoices

8.11 The Customer warrants that no purchase order or further details are required for the Customer to provide a valid payment authorisation.

Suspension

8.12 Mynd Group has the right (at its discretion) to suspend access to and use of the Services and/or Platform (or any part thereof) at any time for any reason and for any period, including in the event of Customer’s actual or suspected unauthorized use of the Service, non-payment or dispute of any fees or charges (howsoever occurring), or non-compliance with this Agreement, other terms applicable to the Services or as required by relevant laws and regulatory requirements, in each case without liability to the Customer (save that, in the event Mynd Group exercises its right under this Clause 8.12 for convenience (in the absence of an act or omission by the Customer), it shall issue a pro-rata refund of the Subscription Fees (less any applicable third party fees, charges, payment processing fee(s) or Taxes), which shall be the Customer’s sole and exclusive remedy).

9. Proprietary Rights

The Customer acknowledges and agrees that Mynd Group and/or its licensors own all intellectual property rights (and any other relevant rights or licences) throughout the world in respect of the Platform and the Services, including any and all patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), associated branding, know-how, goodwill and Content, including all applications for and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world (“Mynd Group’s Rights”). The Customer has no intellectual property rights in, or to, the Platform or Services other than the right to use them in accordance with these terms. The Customer holds any additional goodwill generated in respect of Mynd Group’s Rights or Mynd Group’s business as bare trustee for Mynd Group. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any of Mynd Group’s Rights, and does not limit, dilute or otherwise modify in any way any of Mynd Group’s Rights or remedies in respect of the same. The Customer hereby warrants and represents that, throughout the Subscription Term and at all times thereafter, it will not, and will not assist, cause or permit any other person to: (a) do anything which may damage or endanger Mynd Group’s Rights (or Mynd Group’s or its licensor’s rights or remedies therein), (b) play, disseminate, sample, adapt, amend, exploit, frame, reproduce, distribute or otherwise use in any way Mynd Group’s Rights save as expressly permitted by this Agreement, (c) interfere with, in any manner, or attempt to prohibit, the use or registration of any trade name, brand, logo, get-up or trade mark of Mynd Group’s, or any similar name or designation by any licensor of Mynd Group’s nor use any mark similar to, or capable of being confused with, the same; or (d) tamper with any markings or other indication of the source of origin of Mynd Group’s Rights which may be placed by Mynd Group on or in relation to the Services and/or Platform.

10. Confidentiality

10.1 At all times, the Customer (being the “Receiving Party”) shall, and shall use reasonable endeavours to procure, that the Receiving Party’s Authorised Users, officers, employees, suppliers, professional advisers, consultants, agents and sub-contractors shall keep confidential the financial terms and other material provisions of this Agreement, together with all confidential information (now and in the future) concerning the business or affairs or customers, clients or suppliers of Mynd Group or of Mynd Group’s affiliates, and shall not: (a) without Mynd Group’s prior written consent, use such information for any purpose other than to perform the Receiving Party’s obligations, and exercise its rights, under this Agreement; or (b) disclose such information except: (i) to the Receiving Party’s personnel (if bound by equivalent obligations of confidence); or (ii) as may be required by law or by a court, regulatory authority or other competent authority; or (iii) to the extent that such information is in the public domain otherwise than as a result of a breach of this Clause or law; or (iv) as may be necessary for the purpose of fulfilling the Receiving Party’s obligations, or exercising its rights, under this Agreement; or (v) as may be specifically agreed between the parties.
10.2 The above provisions of this Clause 10 shall continue to apply after termination or expiry of this Agreement.

11. Disclaimer

11.1 The Content, Platform and/or our Services is provided for general information only and is not intended to be taken as medical advice or for any purported medical benefit. It is not intended to amount to advice on which you should rely and you must obtain professional or specialist advice (including but not limited to a doctor or other medical professional) before taking, or refraining from, any action on the basis of the Content, Platform and/or our Services.

12. Indemnities

12.1 The Customer shall defend, indemnify and hold harmless Mynd Group, its officers, directors and employees against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or any actual or alleged breach of any of the terms of this Agreement by the Customer or any third party under the control of the Customer including by an Authorised User.
12.2 In the defence or settlement of any claim, Mynd Group may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.3 In no event shall Mynd Group, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than Mynd Group; (b) the Customer’s or an Authorised User’s use of the Services in a manner contrary to the instructions given to the Customer by Mynd Group; (c) the Customer’s use of the Services after notice of the alleged or actual infringement from Mynd Group or any appropriate authority; (d) the legality, reliability, integrity, accuracy or quality of any Customer Data; (e) Mynd Group executing specific instructions given by the Customer and/or Authorised Users; (f) any acts or omissions of a Third Party Service Provider related to or arising in connection with this Agreement and/or the Services and/or the Platform; or (g) any acts or omissions of a third party under the reasonable control over the Customer including an Authorised User.
12.4 The foregoing and Clause 13.3(ii) state the Customer’s sole and exclusive rights and remedies as against Mynd Group (including Mynd Group’s employees’, agents’ and sub-contractors’) in respect of Mynd Group’s entire obligations and liability under this Agreement.

13. Limitation of Liability

13.1 Except as expressly and specifically provided in this Agreement:
(i) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Mynd Group shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mynd Group by the Customer in connection with the Services, or any actions taken by Mynd Group at the Customer’s direction;
(ii) ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT; AND
(iii) THE SERVICES ARE PROVIDED TO THE CUSTOMER ON AN “AS IS” BASIS.
13.2 Nothing in this Agreement excludes liability for: (a) death or personal injury caused by negligence; (b) for fraud or fraudulent misrepresentation; (c) any other liability that is not legally capable of being excluded pursuant to applicable law relevant to this Agreement; or (d) any of the Customer’s payment obligations to Mynd Group.
13.3 Subject to Clause 13.1 and Clause 13.2:
(i) Mynd Group shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
(ii) Mynd Group’s total aggregate liability in contract (including in respect of any indemnity provided by Mynd Group), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with this Agreement shall be limited to the total Subscription Fees paid by the Customer and actually received by Mynd Group during the 12 months immediately preceding the date on which the claim arose.
13.4 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Mynd Group’s Intellectual Property Rights.

13.5 This Clause 13 shall survive termination of this Agreement.

14. Term and Termination

14.1 This Agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue for the Term.

Auto-Renewal

14.2 This Agreement shall be automatically renewed for successive periods equal to the initial Subscription Term (each a “Renewal Period”), unless:
(i) either party provides the other party with written notice of termination, which must be received (subject to Clause 16.3) by the other party earlier than 30 days before the end of the initial Subscription Term or the Renewal Period (as applicable), in which case this Agreement shall terminate upon the expiry of the Subscription Term; or
(ii) otherwise terminated in accordance with the provisions of this Agreement.

Termination

14.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(i) the other party fails to pay any amount due under this Agreement on the due date for payment; or
(ii) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
(iii) if the other party is the subject of an order made or a resolution passed for its winding up, or has a receiver or administrator appointed of the whole or any part of its assets or undertaking (or circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitles the court to make a winding-up or administration order), or makes an arrangement with creditors, or is unable to pay its debts as and when they fall due, or is the subject of an event or proceeding under the laws of any applicable jurisdiction that has an equivalent or similar effect to any of foregoing events or proceedings, or suspends or ceases (or proposed to suspend or cease) carrying on all or a substantial part of its business; or
(iv) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
14.4 On termination or expiry of this Agreement for any reason:
(i) all licences granted by Mynd Group to the Customer under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Platform and Services, and procure that any third party (including an Authorised User) under the control of the Customer does the same;
(ii) Mynd Group may destroy or otherwise dispose of any of the Customer Data in its possession. If Mynd Group agrees (in its sole discretion) to return any Customer Data, the Customer shall pay all reasonable expenses incurred by Mynd Group in returning or disposing of Customer Data; and
(iii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced. For the avoidance of doubt (and without prejudice to the preceding sentence), and save as set out herein, Mynd Group shall not issue any refund for Subscription Fees paid or owed to it as a result of termination or expiry of this Agreement.

15. Exclusivity

15.1 During the Subscription Term, and unless agreed otherwise by Mynd Group in writing, you warrant and undertake that you shall:

(i) appoint Mynd Group as your exclusive distributor for streaming wellness and background audio at the Customer’s Location(s) in your Subscription;

(ii) not appoint another third party distributor for streaming wellness and background audio at the Customer’s Location(s) in your Subscription (which shall include, without limitation, directly from Mynd Group’s competitors); and

(iii) agree to appoint Mynd Group as your exclusive distributor for streaming audio at the Customer’s Location(s) in your Subscription.

15.2 Customer acknowledges and agrees that the terms of Clause 15.1 are reasonable to protect Mynd Group’s legitimate business interests and to provide you the benefit of a single seamless streaming solution.

16. Miscellaneous Provisions

16.1 Assignment. The Customer shall not assign or otherwise dispose of any of such party’s rights or obligations under this Agreement without Mynd Group’s prior written consent. Mynd Group may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
16.2 Force Majeure. We shall not be liable for any failure or delay in the performance of our obligations under this Agreement caused by any circumstances beyond our reasonable control. We will contact you as soon as is commercially practicable to let you know if any such circumstances occur. Our obligations under this Agreement shall be suspended and the time for performance of such obligations shall be extended for the duration of such circumstances and we will not be liable for delays caused by the event.
16.3 Notices. Any notice under this Agreement shall be in writing and sent by email to the last known email address which one party has communicated with the other in connection with this Agreement. The Customer may also send certain notices to Mynd Group via the relevant section of the user account portal, where such notices are available or as expressly provided for within the Platform. In each case, such notice shall be deemed to have been received at the time of successful transmission and receipt, or, if this time falls outside Business Hours, when Business Hours resume. “Business Hours” means 09:00-17:00 on a Business Day.
16.4 Third Party Rights. The parties agree that the provisions of this Agreement are personal to them and are not intended to confer any rights of enforcement on any other third party, save as otherwise stated herein. The rights provided under this Agreement by Mynd Group to the Customer are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
16.5 Taxes. All payments made by Customer to Mynd Group under this Agreement shall be made free and clear of Taxes, and without deduction or withholding for or on account of, any present or future income. Customer indemnifies Mynd Group against all Taxes and if any Taxes are required to be withheld from any amounts payable to Mynd Group hereunder, the amounts payable to Mynd Group shall be increased to the extent necessary to ensure that Mynd Group receives (after payment of all Taxes) the amounts specified in this Agreement. Customer indemnifies Mynd Group against any incremental taxes, interest or penalties that may become payable as a result of the Customer’s failure to pay any Taxes when due or if Customer fails to remit to Mynd Group the required receipts or other required documentary evidence.
16.6 Sanctions. Customer hereby warrants and represents that it is not subject to any trade or export restrictions, nor sanctions regime applicable in any territory and warrants this on an ongoing basis. In the event Customer is subject to trade or export restrictions or sanctions, Mynd Group expressly reserves the right to reject your Subscription Package and/or cease provision of the Platform and/or Services. If this happens, we will let you know as soon as reasonably practicable and Mynd Group shall have no liability to Customer. Mynd Group may (as its discretion) refund any sums you have paid if permitted by law.
16.7 Agreement. This Agreement may be entered into by acceptance by the Customer of this Agreement pursuant to the Order Confirmation. The Customer’s order of a Subscription Package shall constitute acceptance of this Agreement, which is fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.
16.8 Entire Agreement. This Agreement embodies all the terms agreed between the parties hereto with respect to the matters to which this Agreement relates and supersedes all previous agreements between the parties with respect to such matter and no oral or other written representations, warranties or premises shall be implied as terms of or otherwise affect this Agreement except by a written instrument made hereafter and signed by the parties hereto and the failure or forbearance by any party to insist on any occasion upon the performance of the terms conditions and provisions of this Agreement shall not thereby act as a waiver of such breach or acceptance of any variation. For the avoidance of doubt, this Agreement: (a) applies to the exclusion of any terms and conditions submitted in any way by or on behalf of the Customer (“Customer Conditions”) despite any contrary provisions in any of the Customer Conditions, and the Customer irrevocably waives any right that it otherwise might have to rely on the Customer Conditions; and (b) does not affect any other agreement expressly and specifically entered into between Mynd Group and Customer in respect of services other than the Services, such as bespoke services offered by Mynd Group to the Customer. Where an agreement as described in (b) exists, such agreement shall supersede this Agreement to the extent of any irreconcilable conflict.
16.9 Publicity. Mynd Group may disclose the fact that the Customer is a client of Mynd Group for marketing purposes. Where commercially feasible, the Customer will provide its customers with the following notice (or such notice as Mynd Group may direct from time to time) in a reasonably accessible and legible (or audible) format (such as via the Customer’s booking portal, website, app, or via a hard copy notice in the waiting area or other communal area of the Location(s)):
The music and background audio at this location is made available in partnership with Myndstream. All rights in the audio at this location are reserved. Please do not record or otherwise use the audio outside of this location. For more information, please visit: https://myndstream.com/
Other than as required by the preceding sentence, the Customer shall not make, or permit any person to make, any press or other public announcement of any kind in relation to this Agreement or the Services without Mynd Group’s prior written approval.
16.10 Variation. Unless expressly provided otherwise in this Agreement, no variation of this Agreement shall be effective unless it is in writing and is duly executed by or on behalf of each of the parties.
16.11 Severability. Each provision of this Agreement operates separately. If any court or relevant authority decides that any provision is unlawful, the remaining paragraphs will remain in full force and effect.
16.12 Waiver. Even if Mynd Group delays in enforcing this Agreement, Mynd Group can still enforce it later. If Mynd Group does not insist immediately that you do anything you are required to do under this Agreement, or if Mynd Group delays in taking steps against Customer in respect of your breach of this Agreement, that will not mean that you do not have to do those things and it will not prevent Mynd Group from taking steps against you at a later date. 

16.13 Survival. All terms, Clauses, Paragraphs and Schedules of this Agreement which may reasonably be required to survive termination of this Agreement in order to give effect to their intended purpose shall do so.
16.14 No partnership or agency. Nothing in this Agreement shall constitute a partnership, joint venture, relationship of agency or contract of employment between the parties.
16.15 Governing law and jurisdiction. This Agreement (including any non-contractual matters and/or claims relating thereto) shall be governed by the laws of England and Wales and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.

Schedule 1

Defined Terms

1. The following terms shall have the following meanings in this Agreement where the context so admits:

“Agreement” has the meaning given to it in the Order Confirmation.

“Authorised Payment Method” has the meaning given to it in Clause 8.3.

“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in Clause 1.5.

“Applicable Data Protection Laws” means: (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Mynd Group is subject, which relates to the protection of personal data.

“Billing Period” means the period that Mynd Group shall take payment of the relevant Subscription Fees, pursuant to the relevant Subscription Package and as indicated in the Order Confirmation.

“Business Day” means a day other than a Saturday, Sunday or public holiday in the United Kingdom when banks are open for business.

“Change of Control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

“Content” means the content hosted on the Platform and made available to the Customer as a result of the Services, including digital audio content.

“Contract Year” has the meaning given to it in the Order Confirmation.

“Currency” means the currency relevant to the applicable Subscription Package, as set out in the Order Confirmation.

“Customer” has the meaning given to it in the Order Confirmation.

“Customer Data” means the data inputted by the Customer, Authorised Users, or Mynd Group on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

“Customer Personal Data” means any Customer Data that constitutes personal data, which Mynd Group processes in connection with this Agreement.

“Effective Date” has the meaning given to it in the Order Confirmation.

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679) and the E-Privacy Directive (2002/58/EC).

“Location” means a single physical premises which the Customer conducts business from.

“Order Confirmation” means the order confirmation agreed to by the Customer as part of this Agreement.

“Platform” has the meaning given to it in the Order Confirmation.

“Renewal Period” means the period described in Clause 14.2.

“Services” has the meaning given to it in the Order Confirmation.

“Subscription” means the subscription(s) purchased by the Customer pursuant to the Order Confirmation and the terms of this Agreement, which entitles Authorised Users to access the Platform and use the Services in accordance with this Agreement. 

“Subscription Fees” means the amount due from the Customer to Mynd Group in the Currency in respect of the Subscription, as set out in the Order Confirmation (including any additional Subscription Fees incurred as a result of the Customer’s use of the Services, pursuant to this Agreement, plus any applicable taxes, fees or additional charges).

“Subscription Package” has the meaning given to it in the Order Confirmation.

“Subscription Term” means the subscription term provided for in the relevant Subscription package, together with any subsequent Renewal Periods.

“Mynd Group” has the meaning given to it in the Order Confirmation.

“Taxes” means any applicable sales taxes, such as value-added tax in the United Kingdom, levies, tariffs, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed and any other taxes or any other payments required to be deducted, withheld and/or paid in relation to the Services or this Agreement under any applicable guidance, law or governmental rule or regulation, issued by any government, regulator or other applicable industry or regulatory body.

“Term” means the period from the Effective Date to the final day of the Subscription Term.

“Terms and Conditions” means Mynd Group’s terms and conditions, as supplied by Mynd Group to the Customer from time to time and incorporated into this Agreement as such.

“Territory” means the territory set out in the relevant Subscription Package in the Order Confirmation, or as set out at checkout, as applicable.

“Third Party Service Provider” means a third party providing services to the Customer on or via the Services, or whose services otherwise interrelate in any way with those to be provided by Mynd Group under this Agreement.

“UK GDPR” has the meaning given to it in the Data Protection Act 2018, including the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and from time to time.

“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

2. Clause and Schedule headings shall not affect the interpretation of this Agreement. References to Clauses and Schedules are to the Clauses and Schedules of these Terms and Conditions and to references to Paragraphs are to the paragraphs of the relevant Schedule.
3. This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
   4. Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
   5. A reference to writing or written excludes fax but includes email.
   6. Any words following the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.