EULA

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END USER LICENSE AGREEMENT (EULA) FOR MIM MUSIC IN MINUTES APP

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE MIM MUSIC IN MINUTES APPLICATION. BY INSTALLING, ACCESSING, OR USING THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS, OR USE THE APPLICATION.

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) (“LICENSEE” OR “YOU”) AND (MIM) MUSICAL INSTRUCTION METHOD LIMITED (“LICENSOR” OR “WE” OR “US”), REGARDING YOUR USE OF THE MIM MUSIC IN MINUTES APPLICATION (THE “APPLICATION”) AND ANY RELATED SERVICES, CONTENT, AND DOCUMENTATION.

1. GRANT OF LICENSE

1.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) download, install, and use the Application for Your personal, non-commercial use on a compatible mobile device (e.g., smartphone or tablet) owned or controlled by You; and (b) access and use the content, features, and services made available through the Application, strictly in accordance with this Agreement.

1.2 This license is granted solely for the purpose of enabling You to use and enjoy the benefit of the Application as provided by Licensor in the manner permitted by this Agreement.

2. RESTRICTIONS ON USE

2.1 You shall not, and shall not permit others to: (a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or algorithms of the Application or any part thereof; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or any part thereof to any third party; (c) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Application or its content; (d) use the Application for any commercial purpose or for any public display (commercial or non-commercial) without the express prior written consent of the Licensor; (e) use the Application in any manner that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, or otherwise objectionable; (f) use the Application in a way that infringes any intellectual property rights or other rights of any third party; (g) introduce any viruses, worms, malware, or other malicious code into the Application or its underlying systems.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 The Application, including all musical content, methods, software, visual interfaces, graphics, design, compilation, information, computer code, products, services, and all other elements of the Application, are and shall remain the exclusive property of Licensor and its licensors, and are protected by copyright, trademark, patent, and other intellectual property laws.

3.2 This Agreement grants You a limited license to use the Application, but does not transfer any ownership rights in the Application or its content to You. You acknowledge that You do not acquire any ownership interest in the Application or its content by downloading or using it.

4. IN-APP PURCHASES AND SUBSCRIPTIONS

4.1 The Application may offer features, content, or subscriptions that are available for purchase within the Application (“In-App Purchases”).

4.2 All In-App Purchases are subject to the terms and conditions of the respective app store platform (e.g., Apple App Store). Licensor is not a party to Your payment transactions with the app store.

4.3 All sales of In-App Purchases are final and non-refundable, unless otherwise required by applicable law or the policies of the app store platform.

4.4 Licensor reserves the right to change the pricing of In-App Purchases or subscriptions at any time.

5. UPDATES AND MODIFICATIONS

5.1 Licensor may, from time to time, develop and provide Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, “Updates”).

5.2 Updates may also modify or delete certain features and functionalities. You agree that Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionalities.

5.3 You agree that all Updates shall be deemed an integral part of the Application and subject to all terms and conditions of this Agreement.

6. DISCLAIMER OF WARRANTIES

6.1 THE APPLICATION IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

6.3 WITHOUT LIMITATION TO THE FOREGOING, LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

7. LIMITATION OF LIABILITY

7.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE FOR ANY LOST PROFITS, REVENUES OR DATA, FINANCIAL LOSSES OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 IN NO EVENT SHALL LICENSOR’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE APPLICATION EXCEED THE AMOUNT PAID BY YOU TO LICENSOR FOR THE APPLICATION (IF ANY) OR e.g., £0.99 or £20.00, WHICHEVER IS GREATER.

8. INDEMNIFICATION

8.1 You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to Your use or misuse of the Application or Your breach of this Agreement.

9. TERMINATION

9.1 This Agreement will terminate automatically without notice if You fail to comply with any term or condition of this Agreement.

9.2 Licensor may terminate this Agreement at any time and for any reason, with or without notice, at its sole discretion.

9.3 Upon termination, You shall cease all use of the Application and delete all copies of the Application from Your mobile device.

9.4 Termination of this Agreement will not limit any of Licensor’s rights or remedies at law or in equity.

10. GOVERNING LAW AND JURISDICTION

10.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

10.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

11. DISPUTE RESOLUTION

11.1 If any dispute, difference, or question arises between the parties concerning this Agreement (a “Dispute”), the parties shall first attempt to resolve the Dispute amicably through good faith discussions.

11.2 If the Dispute cannot be resolved by discussion within 14 days of one party notifying the other of the Dispute, the parties agree to seek to resolve the Dispute through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure or such other mediation procedure as the parties may mutually agree.

11.3 A party shall not commence any court proceedings in relation to a Dispute until 45 days after a request for mediation has been made or until the mediator has informed the parties that settlement is unlikely, whichever is the earlier, provided that the right to issue proceedings is not prejudiced by a delay.

11.4 Nothing in this Clause 11 shall prevent either party from seeking urgent interim injunctive or other equitable relief from the courts where necessary to protect their rights or property.

12. MISCELLANEOUS

12.1 Entire Agreement: This Agreement constitutes the entire agreement between You and Licensor regarding the use of the Application and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Application.

12.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.3 Waiver: No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

BY INSTALLING, ACCESSING, OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

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