PLAYVIRTUOSO.COM WEBSITE TERMS OF USE AND COPYRIGHT NOTICE

The following terms and conditions (the "Agreement") govern all use of the playvirtuoso.com website (the "Site") and the products and services available on or at the Site (taken together with the Site, the "Service"). The Service is owned and operated by Play Virtuoso Group Ltd. ("PLAYvirtuoso"). The Service is offered subject to your (the "User's") acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time on the Site by PLAYvirtuoso.

BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU (the "User") AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU NOT AGREE, DO NOT USE OR ACCESS THE SERVICE.

PLAYvirtuoso reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is the User's responsibility to check this Agreement periodically for changes. User's continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.

ACCESS

Subject to the terms and conditions of this Agreement, the software and services provided in connection with the Service are solely for the User's personal use, and not for the use or benefit of any third party. PLAYvirtuoso may change, suspend, or discontinue the Services, including the availability of any feature, database, or content, at any time. PLAYvirtuoso may also impose limits on certain features and services or restrict the User's access to parts or all of the Services without notice or liability. PLAYvirtuoso reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site or by sending the User a notice via email or postal mail. The user shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by User following such notification constitutes User's acceptance of the terms and conditions of this Agreement as modified.

User certifies to PLAYvirtuoso that if User is an individual (i.e. not a corporation) the User is at least 13 years of age (provided that, if User is located in a state in which 13 is under the age of majority, then User represents he/she has the legal consent of a legal guardian to enter this Agreement). User also certifies that User is legally permitted to use the Service and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

FEES AND PAYMENT

The basic Service is free to users, but if the User elects to upgrade to a subscription membership or any of our other paid features, the following terms below shall apply. PLAYvirtuoso reserves the right to change its prices at any time.

A. Billing and Payment.

PLAYvirtuoso bills users through an online account for use of the Service. User agrees to pay PLAYvirtuoso all applicable Service fees using this online account. All fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and the User is solely responsible for the payment of any such taxes that may be imposed on your use of the Service. PLAYvirtuoso may correct any billing errors or mistakes that it makes even if it has already requested or received payment. PLAYvirtuoso reserves the right to change its prices for certain Service features - and to institute new charges at any time - upon notice to you, which may be sent by email or posted on the Site. User agrees to maintain current, complete, and accurate information for User's billing account. In addition, the User authorises PLAYvirtuoso to obtain updated or replacement expiration dates and card numbers for User's credit or debit card as provided by User's credit or debit card issuer. All fees are final and nonrefundable (including in the event any features or functions of any service that the User has subscribed to are changed, modified, diminished, or removed). PLAYvirtuoso offers a 7-day cooling off period on subscriptions where the User can request a refund on completion of a short feedback form. User shall be responsible for any applicable foreign transaction fees charged by User's bank.

B. Automatic Renewal

The user's subscription to the Service will continue indefinitely until cancelled by User (via the cancellation mechanisms provided on the Site). After the User's initial subscription period, and again after any subsequent subscription period, the User's subscription will automatically continue for an additional equivalent period, at the price the User agreed to when subscribing. The user agrees that the User's account will be subject to this automatic renewal feature. If the User does not wish the User's account to renew automatically, or if the User wants to change or terminate the User's subscription, please log in and go to the Billing area to manage your subscription. If the User cancels a subscription, the User may use such subscription until the end of the current subscription term and the subscription will not be renewed thereafter. However, the User will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

By subscribing, the User authorises PLAYvirtuoso to charge the User's credit card, debit card, or another payment method at such time and again at the beginning of any subsequent subscription period, including any sales or similar taxes imposed on the User's subscription payments. Upon the renewal of your subscription, if PLAYvirtuoso does not receive payment, the User agrees that PLAYvirtuoso may either terminate or suspend the User's subscription and continue to attempt to charge the User's payment method provider until payment is received (upon receipt of payment, User's account will be activated and for purposes of automatic renewal, the User's new subscription commitment period will begin as of the day payment was received). If the User does not terminate the User's subscription and/or if the User continues to use the Service, the User agrees that PLAYvirtuoso is authorised to charge the payment method in the User's Service account. PLAYvirtuoso may also seek payment directly from the User. Charges may be payable in advance, in arrears, per usage, or as otherwise specified when the User initially subscribes to the Service.

C. Promotions

Any free trial or other promotion that provides subscriber-level access to the Service must be used within the specified time of the trial. The user must cancel the User's subscription before the end of the trial period to avoid being charged a subscription fee.

SITE CONTENT

The User agrees that all content and materials (collectively, "Content") delivered via the Service or otherwise made available by PLAYvirtuoso at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorised by PLAYvirtuoso in writing, the User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. However, Users may print or download a reasonable number of copies of the materials or content at this Site for User's own informational purposes; provided, that the User retains all copyright and other proprietary notices contained therein. Reproducing, copying, or distributing any content, materials, or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of PLAYvirtuoso.

Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. Any rights not expressly granted herein are reserved.

USER CONTENT

The Sites and Service may permit the submission of communications (such as commentary on other user's content) and other content submitted by the User ("User Submission(s)") and the hosting, sharing, and/or publishing of such User Submission(s).

The User shall be solely responsible for the User's Submission(s) and the consequences of posting or publishing them. The User agrees that PLAYvirtuoso has no liability with respect to any User Submission(s), including, without limitation, User's User Submission(s), and the User hereby irrevocably releases PLAYvirtuoso and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submission(s) or any part thereof.

By submitting the User Submission(s) to PLAYvirtuoso, or displaying, publishing, or otherwise posting any content on or through the Sites or the Service, the User hereby does and shall grant PLAYvirtuoso a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to reproduce, distribute, modify (such as by editing or otherwise creating derivatives), display, and perform the User Submission(s) under PLAYvirtuoso's User Submission policies and User's Site settings. The User agrees not to contest any modifications made by PLAYvirtuoso and hereby waives any claims with respect thereto. For clarity, the foregoing license grant to PLAYvirtuoso does not affect the User's other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in the User's User Submission(s). User Submission(s) may be withdrawn by written request to [email protected] to delete content.

In connection with User's User Submission(s), the User affirms, represents, and warrants that: (i) the User owns or has the necessary licenses, rights, consents, and permissions to use and authorise PLAYvirtuoso to use each and every image and sound contained in each such User Submission and to enable inclusion and use of such User Submission(s) in the manner contemplated by the Sites, the Service and this Agreement; (ii) the User has the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submission(s) in the manner contemplated by the Sites, the Service and this Agreement; and (iii) the posting of your User Submission on or through the Sites or the Service or otherwise does not violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any person or entity. The User agrees to pay all royalties, fees, and other monies owing any person or entity by reason of any content posted by the User to or through the Sites or the Service.

User further agrees that User will not: (i) publish falsehoods or misrepresentations that could damage PLAYvirtuoso or any third party; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offence, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; (iv) impersonate another person; (v) submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant PLAYvirtuoso all of the license rights granted herein; or (vi) submit material that is unsuitable for minors in any country.

PLAYvirtuoso does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and PLAYvirtuoso expressly disclaims any and all responsibility or liability in connection with User Submission(s). PLAYvirtuoso reserves the right to, in its sole discretion, remove any User Submission(s) at any time (with or without notice).

SOFTWARE

With respect to any software the User is authorised by PLAYvirtuoso to download via the Service, PLAYvirtuoso grants User a personal, non-transferable, non-sublicensable, non-exclusive license to use such software solely for the User's personal, non-commercial use, and only in accordance with the written instructions/directions (if any) provided by PLAYvirtuoso. User shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the software; (ii) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence, and organisation of all or any part of the software (except that this restriction shall not apply to the limited extent restrictions on reverse engineering prohibited by applicable local law); or (iii) rent, lease, or use the software for timesharing or service bureau purposes, or otherwise use the software for any commercial purpose.

RESTRICTIONS

The User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic devices, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. PLAYvirtuoso reserves the right to bar any such activity.

The User shall not attempt to gain unauthorised access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any PLAYvirtuoso server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.

The User shall not probe, scan, or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. User shall not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Service, or any other customer of PLAYvirtuoso, including any PLAYvirtuoso account not owned by the User, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than the User's own information, as provided for by the Service.

The User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or PLAYvirtuoso's systems or networks, or any systems or networks connected to the Service or PLAYvirtuoso.

The User shall not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.

The User shall not forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal the User sends to PLAYvirtuoso on or through the Service. The User shall not, in connection with the Service, pretend (e.g. through impersonation) that the User is any other individual or entity.

The User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or that infringes the rights of PLAYvirtuoso or others.

REGISTRATION & SECURITY

As a condition to using certain features of the Service, the User may be required to register with PLAYvirtuoso and select a password and User name ("PLAYvirtuoso User ID"). The user shall provide PLAYvirtuoso with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of the User's account. The User may not (i) select or use as a PLAYvirtuoso User ID a name of another person with the intent to impersonate that person; or (ii) use as a PLAYvirtuoso User ID a name subject to any rights of a person other than the User without appropriate authorisation. PLAYvirtuoso reserves the right, in its discretion, to cancel or refuse registration of a PLAYvirtuoso User ID. The user shall be responsible for maintaining the confidentiality of the User's PLAYvirtuoso password and other account information.

THIRD-PARTY SITES

The Site may permit the User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under PLAYvirtuoso's control, and the User acknowledges that PLAYvirtuoso is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by PLAYvirtuoso. The User further acknowledges and agrees that PLAYvirtuoso shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.

INDEMNIFICATION

The user is responsible for all of its activity in connection with the Service. The User shall defend, indemnify, and hold harmless PLAYvirtuoso, its affiliates, and each of its and its affiliates' employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User's use or misuse of the Service; (ii) User's access to any part of the Service, (iii) any of User's User Submission(s), or (iv) otherwise from User's violation of this Agreement.

WARRANTY DISCLAIMER

The service (including, without limitation, the site and any software) is provided on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. PlayVirtuoso makes no warranty that (i) the service is free of viruses or other harmful components or (ii) the results of using the service (or any user submission(s)) will meet the user's requirements. The user's use of the service is solely at the user's own risk.

LIMITATION OF LIABILITY

In no event shall PlayVirtuoso, its officers, directors, employees, agents, partners, vendors, or suppliers be liable under contract, tort, strict liability, negligence, or any other legal theory with respect to the service (or any content, programs or information available through the service): (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), (iii) for any errors or omissions in any content or information or for any loss or damage of any kind incurred as a result of user's use of any content or information posted, emailed, transmitted or otherwise made available at or through the service, or (iv) for any direct damages in excess of (in the aggregate) $500.00 (U.S.). In addition, PlayVirtuoso shall not be liable for any loss or liability resulting, directly or indirectly, from the user's inability to access or otherwise use the site (including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, processing failures, telecommunications or internet problems or utility failures).

TERMINATION

PLAYvirtuoso may terminate the User's access to all or any part of the Service at any time, with or without cause, effective upon notice thereof to the User (provided that, if PLAYvirtuoso determines there may be an immediate threat to PLAYvirtuoso, it may terminate such access without notice).

Upon termination notice from PLAYvirtuoso, the User will (i) no longer access (or attempt to access) the Service and (ii) delete all software (and copies thereof) provided in connection with the Service. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

EXPORT AND TRADE CONTROLS

The User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United Kingdom, foreign, and other applicable laws and regulations.

PRIVACY

PLAYvirtuoso's current privacy policy is available at: https://playvirtuoso.com/privacy-policy (the "Privacy Policy"), which is incorporated by this reference.

MEMBER DISPUTES

The user is solely responsible for your interactions with other Service users. PLAYvirtuoso reserves the right but has no obligation, to monitor disputes between the User and other Service users. If the User has a dispute with one or more users of the Service, the User shall and hereby does release PLAYvirtuoso (and its officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

COPYRIGHT

All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of PLAYvirtuoso or its content suppliers and is protected by the United Kingdom and international copyright laws. The compilation of all content on the Site is the exclusive property of PLAYvirtuoso and is protected by UK and international copyright laws. All software used on (or provided through) the Site is the property of PLAYvirtuoso or its software suppliers and is protected by United Kingdom and international copyright laws.

COMMUNICATION

When the User visits the Site or sends e-mails to PLAYvirtuoso, the User is communicating with PLAYvirtuoso electronically. User hereby consents to receive communications from PLAYvirtuoso electronically. PLAYvirtuoso will communicate with the User by e-mail or by posting notices on the Site. The User agrees that all agreements, notices, disclosures, and other communications that PLAYvirtuoso provides to the User electronically satisfy any legal requirements that such communications be in writing.

MISCELLANEOUS

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. PLAYvirtuoso shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond PLAYvirtuoso's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including "line-noise" interference).

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable, or sub-licensable by the User except with PLAYvirtuoso's prior written consent. PLAYvirtuoso may transfer, assign, or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed by the laws of the United Kingdom as if made within the United Kingdom between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the courts located in the United Kingdom.

Notwithstanding the foregoing sentence, (but without limiting either party's right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. ("JAMS").

The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in Manchester, England, using the English language. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the User does not have any authority of any kind to bind PLAYvirtuoso in any respect whatsoever.

DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

PLAYvirtuoso has adopted the following general policy toward copyright infringement in accordance with the Copyright, Design, and Patents Act 1988. The address of PLAYvirtuoso's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

It is PLAYvirtuoso's policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members, or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If the User believes that content residing on or accessible through the PLAYvirtuoso Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

• A physical or electronic signature of a person authorised to act on behalf of the owner of the copyright that has been allegedly infringed;
• Identification of works or materials being infringed;
• Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that PLAYvirtuoso is capable of finding and verifying its existence;
• Contact information about the notifier including address, telephone number, and, if available, e-mail address;
• A statement that the notifier has a good faith belief that the content is not authorised by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorised to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent, it is PLAYvirtuoso's policy:

• to remove or disable access to the infringing content;
• to notify the content provider, member, or user that it has removed or disabled access to the content;
• that repeat offenders will have the infringing content removed from the system; and;
• to terminate such content provider's, member's, or user's access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member, or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent or pursuant to the law, the content provider, the member or the user must send a counter-notice containing the following information to the Designated Agent listed below:

• A physical or electronic signature of the content provider, member or user;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that the content provider, member, or user has a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
• Content provider's, member's or user's name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United Kingdom, for any judicial district in which PLAYvirtuoso is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, PLAYvirtuoso may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, the member, or the user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at PLAYvirtuoso' discretion.

Please contact PLAYvirtuoso' Designated Agent to Receive Notification of Claimed Infringement at the following address:

PLAYvirtuoso DMCA Claims
Attn: Compliance Team,
PLAYvirtuoso Group,
Ruskin Chambers,
Drury Lane,
Knutsford,
Cheshire,
WA166HA