Terms & Conditions of the RetailPlayer Portal Version as of January 2020 1 Scope and general overview These General Terms and Conditions of the RetailPlayer Portal ("GTC") govern the contractual relationship between Barix AG, Ringstrasse 15A, CH-8600 Dübendorf, Switzerland (hereinafter referred to as "Barix") and the person or entity registering for the RetailPlayer Portal ("Client") in addition to the generally applicable Standard Terms and Conditions of Barix together with its Privacy Policy which both can be found on Barix' website under https://www.barix.com/terms-conditions/ and https://www.barix.com/privacy-policy/. With the client's registration for or the use of the "RetailPlayer Portal", a cloud-based solution offered by Barix, the client expressly acknowledges and agrees to aforementioned GTC, Standard Terms and Conditions and Privacy Police Any amendments, modifications or additions to these GTC requested by the Client will only be valid if agreed in writing. If any provision of these GTC or of a contract based upon them ("Contract") is or becomes invalid, or if a loophole exists, the legal validity of the other provisions shall remain unaffected thereby. In place of the invalid provision, a valid provision shall be deemed agreed upon from the outset which most closely approximates the economic purpose of the provision intended by the parties. The same shall apply in the case of a loophole. 2 Barix's offers, conclusion of contract and subject matter of contract Brochures, flyers and other printed information as well as online information on Barix's homepage (https://www.barix.com) solely contain non-binding information. Application forms and orders submitted by the Client are processed in writing, via email, via website or directly on the RetailPlayer Portal where applicable. The application form and orders submitted by the Client to Barix is deemed to be a quotation which is valid for eight work days, which Barix accepts through its delivery of the invoice or other means of confirmation. 3 Services provided by Barix Basic and Premium Subscription When registering to the RetailPlayer Portal, the Client has the choice between the Basic Subscription and the Premium Subscription. The "Basic Subscription" is currently free of charge for the Client and currently no "Basic Fee" is due. It allows the Client to manage as many devices as the Client has legally bought directly from Barix or one of Barix' resellers. The "Premium Subscription" includes a license which allows the Client to add certain extra functionality to the RetailPlayer. Therefore, the Client has to pay monthly fees to Barix which are defined on Barix' website ("Premium Fee"). Premium Fees may be subject to change from time to time. Use of the RetailPlayer portal Barix grants to the Client a single, non-transferable, non-exclusive and revocable right of use of the RetailPlayer Portal in its current version via the Internet. The Client agrees not to make the RetailPlayer Portal available, or accessible in any other way, neither completely nor in part, to third parties which are not registered as Clients. With the exception of the right of use pursuant to this clause, all rights to the RetailPlayer Portal shall always remain with Barix or with a licensor of Barix, as applicable. Specifications of the RetailPlayer Portal The specifications of the RetailPlayer Portal are contained in the product specifications on the website. The Client has acknowledged these specifications. The RetailPlayer Portal is solely accessible by the Client via the Internet at http://www.manage.barix.com. Barix can modify, change or update the specifications and the feature set of the service in the future without notice. Support Services Barix will provide the following support services for the RetailPlayer Portal: Error Correction Barix will correct the RetailPlayer Portal errors, if possible, pursuant to the warranty provisions in clause 8. Provision of the RetailPlayer Portal Updates Barix will carry out program enhancements through updates with small functional adaptations (e.g. with regard to speed, user guidance or debugging) and make them available to the Client. There is no entitlement to a release on a specific date. New Releases Barix may make new releases to the RetailPlayer Portal with major changes and improvements such as important additional functionalities to be additionally licensed by the Client, either by changing to the Premium Subscription or by buying an upgrade. Certain functionalities will only be available in the Premium Subscription. Hotline and email support Barix will provide support to the Client by telephone or by email in connection with the use of the RetailPlayer Portal during on-call times at Barix's headquarters (Monday through Friday from 9 am to 12 pm and 1 pm to 4 pm (CET)/except for official holidays, at Barix's location) via the phone numbers or email addresses listed on Barix's homepage. Hotline and email support services are rendered based on the availability of Barix's associates; therefore, Barix does not guarantee that an associate will always be available for the provision of respective services during on-call times. Barix shall be entitled to change the on-call times without prior notice. Extra support, if necessary and requested by the Client, may only be negotiated in a separate service agreement with the Client. Services not included in the contract Any other or additional services, in particular the delivery or installation of terminal equipment as well as guidance or training of Clients are not included in the contract. 4 Place of performance Place of performance shall be the computer center where the RetailPlayer Portal is hosted. Barix is not in charge of the hosting of the RetailPlayer Portal which is third party's responsibility and obligation. Barix's responsibility for its services ends at the router port of the computer center. Barix does not guarantee any service availability. 5 Subcontractors Barix shall be entitled, at its sole discretion, to use third parties for the provision of agreed services. 6 The Client's cooperation obligations The Client agrees to carry out the following cooperation obligations: Obtaining and maintaining hardware required for the use of Barix's services, such as terminal equipment, access to audio stream or external server used by the client; Preventing third parties from using access data (username and passwords) reserved for protected data access; Implementing Barix's recommendations for work-around solutions; Training end-clients in the use of the RetailPlayer portal; Installing and maintaining communication links such as Internet connections. If the Client breaches its cooperation obligations, Barix is entitled to reimbursement of its additional expenditure; agreed deadlines shall be automatically extended, as applicable, by the length of time for which such circumstances delay the fulfillment of cooperation obligations. If the Client defaults, Barix can proceed in accordance with the respective applicable statutory provisions. 7 Granting access to the RetailPlayer Portal After the Client's registration and application to the RetailPlayer Portal, Barix will grant access to the RetailPlayer Portal as soon as possible and normally within seven business days and provides login information to the client. In case or the Premium Subscription, the first monthly fee pursuant to clause 11 has to be paid by the Client to get access to the RetailPlayer Portal. 8 Warranty During the term of the Contract, the Client is obligated to notify Barix immediately via hotline or email about discovered defects and to describe them in as much detail as possible. Barix will correct defects at its own discretion by providing updates or a new release, or by communicating a reasonable alternative solution. If Barix is unable to correct a defect of the RetailPlayer Portal, even after a reasonable period for remediation has been specified several times in writing, the client has the right to terminate the Contract by written notification. Already paid subscription fees shall not be refunded. Disclaimer of warranty Barix does not guarantee that the RetailPlayer Portal can be used at any time without interruption and without errors. Any warranty is excluded in case of defects and operational interruptions, for which Barix is not responsible, such as force majeure, failure of communication links, improper as well as incorrect or inappropriate use of the RetailPlayer Portal or the devices. The Client has no additional defect rights with the exception of those expressly specified in the GTC. 9 Exclusion of liability for Barix Every incident involving breaches of contract and their legal consequences as well as any claims from the Client are regulated finally and completely in these GTC. In particular, any claims for compensation not specifically mentioned and any reduction or cancellation of the Contract are excluded. Any liability for any direct, indirect or consequential damages such as reduced profits, extra expenditure, the Client's staffing costs and unrealized savings, for damage caused by subcontractors, claims made by third parties or the Client's customers as well as damage resulting from loss of data is explicitly excluded. This limitation of liability also applies to any non-contractual liability. All exclusions of liability are invalid in case of willful intent or fraud on Barix's side. 10 Contractual and lawful use as well as indemnification At all times, the Client or its customers shall be obligated to prevent any unauthorized third parties from accessing the RetailPlayer portal by taking appropriate precautionary measures. The Client and its customers further agree to use the RetailPlayer Portal only lawfully and, in particular, not to store any illegal contents on Barix's server or device or use it to stream or distribute unlicensed contents. Barix is not obligated to verify the respective contents for possible legal violations. If the Client uses Barix's server or device to store, to stream or otherwise distribute certain third party's related content, in particular songs and other intellectual property related materials, the Client has to ensure that he has all necessary licenses and other legally required permissions to do so; if such license or other legally required permission is not obtained by the Client, Barix herewith expressly disallows the use of its server and device with respect to such third party's content. The Client shall indemnify and hold harmless Barix from claims of third parties, court and other costs and compensation for damages (including attorney fees) caused by the Client's failure to fulfill contractual or legal obligations. Barix has the right to block access to the RetailPlayer Portal if the Client or its customers use the RetailPlayer Portal in an unlawful manner or if Barix can in good faith assume this to be the case. The Client shall transfer the provisions of this clause to its own customers. 11 Fees and terms of payment Basic Fee Currently, Barix has decided that there is no Basic Fee. If Barix decides to introduce a Basic Fee in the future, the Client has the right to terminate the Contract according to clause 14 and 15. Premium Fee The Client is obliged to pay a monthly usage fee for the premium subscription as the Premium Fee, which is determined by the number of devices managed within the RetailPlayer portal ("Device Fee") and / or, if applicable, by a system fee ("System Fee"). All fees are listed online and are agreed for services in the order confirmation or invoice. The value-added tax (VAT) shall be added to the monthly fee, if applicable. The Client bears the costs for export, transit and import permits, custom duties, fees, etc. If such costs are paid by Barix, they must be reimbursed to Barix by the Client. As a rule, invoices are issued via email. Additional devices managed with the RetailPlayer Portal and additional data volume If the Client manages more than the licensed number of devices with the RetailPlayer Portal or uses more features than agreed, the contractually agreed fees will automatically increase pursuant to the price list for the RetailPlayer Portal at https://www.manage.barix.com. Barix is entitled to debit the newly effective monthly fees from the Client's credit card on file or to send an invoice. A reduction of the managed devices or of their data volume and thus of the monthly fees is only possible by means of partial termination pursuant to clause 14. Due date The Client is obligated to pay the agreed fees for the first time within eight days of the date stated on the order confirmation or invoice ("invoice date"). In the subsequent months, the Client shall pay the fees in advance, by the respective calendar day of the invoice date for the next service period ("performance period"), which starts on the following day. After this date, the Client will be deemed to be in default without further notice. Default in payment If the Client defaults in payment, Barix may block the access to the RetailPlayer Portal without further notice or reminders until the Client has paid all outstanding fees. Barix is also entitled to proceed according to statutory provisions. If the Client fails to meet the terms of payment, 5% late payment interest will fall due without further notice. Increase of fees Barix shall be entitled to increase the monthly fees with four months prior notice by the beginning of a monthly performance period, at its own discretion. If the Client does not agree with such increase, the Client may terminate the Contract, complying with the due termination notice pursuant to clause 14. Offsetting The Client is not entitled to offset any counterclaims against Barix's claims. 12 Force Majeure The provision of Barix's services is suspended as long as obstacles exist which prevent, completely or in part, the provision of services and which are beyond Barix's control, such as natural disasters, mobilization, war, unrest, epidemics, accidents and illness, operational disruption at Barix's facility or that of its subcontractors, missing import and export permits, labor conflicts, late or faulty supplies as well as measures taken by the authorities. 13 Data protection Barix agrees to treat personal data of the Client confidential and , to use personal data exclusively for the fulfillment of this Contract and to prevent third parties from gaining access, either wholly or in part, to this information, unless these third parties are engaged to assist in the performance of contractual obligations. In particular, Barix will use the information provided by the Client for contract management, for the identification of a user during registration, for payment processing as well as the delivery of newsletters. When handling personal data, Barix will act in accordance with the laws and regulations governing data protection in Switzerland to prevent unintentional change, destruction or disclosure of personal data. Barix shall be entitled to review user activities randomly and to the full extent permitted by applicable law. This may, for example, also include logging IP-connection data and reviewing streamed contents. The Client may, at any time, receive information in written form from Barix about their stored personal data and request to have wrongly stored personal data corrected. In this case, the Client has to contact the contact address listed in the legal notice. Barix is always available to the Client to answer additional questions regarding this clause pertaining to data protection and processing of their personal data. The RetailPlayer Portal may make usage of first- and third-party cookies, in particular with respect to Google Analytics. By registering, the Client agrees that Barix may make use of such functionalities. Further details are described in Barix' Privacy Policy under https://www.barix.com/privacy-policy/. 14 Termination of contract Barix and the Client are entitled to terminate the contract with three months prior notice by the end of each monthly performance period. Further, Barix is entitled to extraordinary termination of the Contract with immediate effect, if the Client commits a material breach of the Contract, in particular if the Client grants access to the RetailPlayer Portal to unauthorized third parties or if the Client does not pay the Premium Fee. Partial termination of contract with regard to the number of managed devices or data volume The Client is entitled to terminate the Contract with regard to any number of devices or their data volume with three months prior notice by the end of each monthly performance period. In that case, the new Premium Fee is from that time on determined according to the price list for the RetailPlayer Portal, based on the devices that will continue to be managed with the RetailPlayer Portal or based on the data volume for these devices available to the customer or any other extra agreement. 15 Amendments of these GTC Barix shall at any time be entitled to amend these GTC with four months prior notice. If the Client does not agree to such amendment, the Client may terminate the Contract in compliance with the contractual termination notice and termination period pursuant to clause 14. 16 Notifications Barix has the right to deliver notifications (including termination notices) to the email address submitted by the client during login. Delivery of the email shall be deemed to have been made when the email has left Barix's mail server. Notifications are to be directed to Barix in written form to the following address: Barix AG, Ringstrasse 15A, CH-8600 Dübendorf. 17 Final provisions This contractual relationship is governed by Swiss substantive law (excluding the regulations of international private law and the Vienna Convention on Contracts for the International Sale of Goods, SR 0.221.211.4). Zurich is the exclusive place of jurisdiction. However, Barix is also entitled to apply to the court at the place of the Client's registered office. Zurich, January 2020