BGplay.fm — Terms of Service

Last updated: 8 May 2026. Effective immediately upon publication.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND IN THEIR ENTIRETY BEFORE ACCESSING, BROWSING, REGISTERING FOR, SUBSCRIBING TO, OR OTHERWISE USING THE BGPLAY.FM SERVICE. BY CLICKING “I AGREE”, BY CREATING AN ACCOUNT, BY MAKING PAYMENT, BY DEPLOYING THE SERVICE AT ANY PHYSICAL PREMISES, OR BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE ENTIRETY OF THESE TERMS, WITHOUT MODIFICATION OR RESERVATION, AND TOGETHER WITH ALL DOCUMENTS AND POLICIES REFERENCED HEREIN, INCLUDING WITHOUT LIMITATION THE PRIVACY POLICY, THE ACCEPTABLE USE POLICY, AND, INDIRECTLY, THE TERMS OF SERVICE, ACCEPTABLE USE POLICY, AND OTHER GOVERNING DOCUMENTS PUBLISHED BY THE UPSTREAM AI MUSIC PROVIDER (AS DEFINED HEREIN). IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS YOU MUST NOT, AND YOU AGREE THAT YOU WILL NOT, ACCESS OR USE THE SERVICE.

These Terms of Service (the “Terms”, the “Agreement”, or this “Document”) constitute a legally binding agreement entered into by and between BGplay.fm Ltd., an Israeli private limited company (registration number to be inserted upon incorporation), having its registered place of business in Tel Aviv-Yafo, Israel (“BGplay”, “Company”, “we”, “us”, or “our”, and including any of its affiliates, subsidiaries, parents, successors, permitted assigns, agents, employees, contractors, officers, directors, shareholders, and licensors), and you, the natural person or legal entity accepting these Terms either on your own behalf or on behalf of a business, employer, partnership, association, body corporate, or other entity for which you are duly authorized to act (“Subscriber”, “Customer”, “you”, or “your”), with respect to the access to and use of the BGplay.fm music streaming service, the website operated by us at https://bgplay.fm, the related applications, mobile websites, embeds, application programming interfaces, dashboards, administrative consoles, marketing pages, and any successor, ancillary, or related properties, products, or services made available by BGplay from time to time (collectively, the “Service”).

1. Definitions

For the purposes of this Agreement, capitalized terms shall have the meanings set forth below. Defined terms in the singular shall include the plural, and vice versa, as the context so requires.

1.1 “Account” means the registered user or business account through which the Subscriber accesses, configures, manages, and uses the Service. 1.2 “Affiliate”means, with respect to any party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such party, where “control” means the ownership of more than fifty percent (50%) of the equity, voting rights, or beneficial interest of such entity, or the power to direct the management and policies of such entity by contract or otherwise. 1.3 “AI Music” or “AI-Generated Audio” means any audio recording, sonic composition, instrumental bed, ambient texture, sound file, or other auditory work that is generated, produced, rendered, mastered, mixed, or otherwise created, in whole or in any substantial part, by automated, machine-learning, generative- artificial-intelligence, neural-network, latent-diffusion, large- language-model, or other algorithmic, computational, or mathematical processes, including without limitation any audio produced by, through, or on behalf of the Suno Provider. 1.4 “Applicable Law” means any law, statute, regulation, code, ordinance, by-law, directive, administrative order, judgment, decree, ruling, court order, arbitral award, treaty, convention, regulatory determination, or rule of any governmental, regulatory, judicial, quasi-judicial, self-regulatory, or supranational authority of competent jurisdiction, as the same may be enacted, amended, supplemented, replaced, or interpreted from time to time. 1.5 “Background Music” means continuous, ambient, non-foreground music played through fixed speakers or equivalent localized audio systems at the Premises and intended for the general atmospheric benefit of staff, patrons, customers, and invitees physically present at the Premises during ordinary operating hours, and excludes (without limitation) any synchronized audio-visual use, public broadcast, retransmission to remote listeners, fixation outside the Premises, ticketed performance, concert use, transmission over the internet to non-Subscribers, use in advertising, or use as a master recording in any further derivative work. 1.6 “Catalog”means the collection of AI Music made available by BGplay through the Service from time to time, as the same may be supplemented, replaced, withdrawn, or otherwise modified at BGplay’s sole discretion. 1.7 “Collecting Society”means any organization, association, society, federation, body, or entity, including without limitation ACUM Ltd. (אקו"ם), the Federation of Israeli Performers ("Eshcolot" — אש"כולות), the Israeli Federation of Phonogram Producers (IFPI Israel/Phonokol), any successor to the foregoing, and any equivalent or affiliated entity in any jurisdiction, that purports to represent or administer rights of authors, composers, lyricists, performers, phonogram producers, broadcasters, or other rights holders for the purpose of collecting, allocating, distributing, demanding, or licensing royalties, blanket license fees, mechanical fees, performance fees, public communication fees, or other compensation in respect of the public performance, communication to the public, mechanical reproduction, broadcasting, on-demand transmission, or any other exploitation of musical works or sound recordings. 1.8 “Customer Content” means any content uploaded, submitted, generated, configured, or otherwise made available by the Subscriber through the Service, including prompts, preferences, tags, station configurations, schedules, skip/feedback signals, branding, and metadata. 1.9 “Israeli Copyright Act”means the Copyright Act, 5768-2007 (חוק זכות יוצרים, התשס"ח-2007), as amended. 1.10 “Israeli Performers’ Act” means the Performers’ and Broadcasters’ Rights Act, 5744-1984 (חוק זכויות מבצעים ומשדרים, התשמ"ד-1984), as amended. 1.11 “Premises” means the physical commercial location or locations operated by the Subscriber and identified in the Account, where the AI Music is played as Background Music. 1.12 “Subscription” means the subscription to the Service purchased by the Subscriber, including the plan tier, billing frequency, fees, term, and any add-on services elected at purchase or thereafter. 1.13 “Suno” or “Suno Provider” means Suno, Inc., a Delaware corporation, and any of its affiliates, successors, or licensees of generative-music technology used by BGplay to produce all or part of the Catalog, and “Suno Terms” means the Terms of Service, Acceptable Use Policy, Community Guidelines, Commercial Terms, and any other agreements published by Suno from time to time at https://suno.com/terms (or any successor URL), as the same may be amended. 1.14 “Fees” means all fees, charges, taxes, and other amounts payable by the Subscriber under this Agreement, including the Subscription fees and any applicable per-Premises, per-seat, or per-station fees. 1.15 “Effective Date” means, with respect to a Subscriber, the earliest date on which the Subscriber first accepts these Terms by any of the methods described in the preamble.

2. Acceptance, Eligibility, and Authority

2.1 By accepting these Terms, you represent and warrant that (a) you are at least eighteen (18) years of age and have full legal capacity to enter into a binding contract under the laws of the State of Israel; (b) if you are accepting on behalf of an entity, you are duly authorized to bind such entity to this Agreement and the entity has authorized you to do so; (c) you are not a person or entity barred from receiving services under the laws of the State of Israel or any other jurisdiction applicable to you, including without limitation any sanctions, embargo, or anti-terrorism regime; (d) you will use the Service only for lawful purposes and in compliance with this Agreement; and (e) all information you provide to BGplay is and will remain accurate, complete, and not misleading.

2.2 BGplay may, at its sole discretion, refuse, suspend, terminate, or otherwise restrict access to the Service for any prospective or existing Subscriber whose conduct, identity, business activity, or history is, in BGplay’s reasonable judgment, inconsistent with this Agreement, with the Suno Terms, or with any Applicable Law.

3. Account Registration; Credentials; Security

3.1 To use the Service the Subscriber must register an Account by providing certain information, including without limitation a valid e-mail address, business name, billing details, and physical address of the Premises. The Subscriber shall maintain such information in an accurate, complete, and up-to-date manner at all times. The Subscriber is solely and exclusively responsible for (a) safeguarding the confidentiality of all credentials, passwords, access tokens, single-sign-on links, and API keys associated with the Account; (b) any and all activity that occurs under the Account, whether or not authorized by the Subscriber; and (c) any loss, damage, or liability arising from the Subscriber’s failure to maintain the security of the Account. The Subscriber shall promptly notify BGplay in writing of any actual or suspected unauthorized use of, or breach of security relating to, the Account.

3.2 BGplay may, but is not obligated to, implement multi-factor authentication, fraud detection, geolocation verification, device fingerprinting, and other security measures. The implementation, non-implementation, scope, or efficacy of any such measure shall not create any duty of care, fiduciary duty, or guarantee of security on the part of BGplay.

4. Subscription, Fees, Renewals, Cancellation, Refunds

4.1 Subscription Plans.The Service is offered on a recurring subscription basis. The plan tiers, included features, permitted number of Premises, permitted number of stations, billing frequency, and prices in effect from time to time are published on the website or otherwise communicated to the Subscriber at the point of sale, and form part of this Agreement upon the Subscriber’s purchase.

4.2 Auto-Renewal.UNLESS THE SUBSCRIBER CANCELS THE SUBSCRIPTION AT LEAST TWENTY-FOUR (24) HOURS BEFORE THE END OF THE THEN-CURRENT BILLING PERIOD, THE SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE BILLING PERIODS OF EQUAL LENGTH AT THE THEN-CURRENT PUBLISHED RATE, AND THE SUBSCRIBER’S DESIGNATED PAYMENT METHOD WILL BE CHARGED ACCORDINGLY. The Subscriber hereby authorizes BGplay and its payment processors to so charge the designated payment method.

4.3 Taxes. All Fees are exclusive of value-added tax (VAT), goods and services tax, sales tax, withholding tax, stamp duty, and any other transaction tax, all of which shall be borne by the Subscriber and added to invoices in the manner required by Applicable Law. Where BGplay is required by Applicable Law to collect such taxes, the Subscriber shall pay such taxes to BGplay in addition to the Fees.

4.4 Late Payment.Any Fee that is not paid when due shall bear interest at the maximum rate permitted by Applicable Law from the due date until paid in full, together with all reasonable costs of collection (including attorneys’ fees). BGplay may, in addition to all other remedies available to it, suspend or terminate the Service for non-payment without further notice.

4.5 Cancellation. The Subscriber may cancel the Subscription at any time through the Account dashboard. Cancellation takes effect at the end of the then-current billing period; no pro-rated, partial, mid-period, or proportional refund is offered, due, or payable for any unused portion of a billing period or for any reason whatsoever, except as expressly required by Applicable Law and only to the extent so required.

4.6 Free Trial.Where BGplay offers a free trial, the Subscriber’s designated payment method will be charged at the end of the trial period unless the Subscriber cancels prior to such time. BGplay reserves the right to limit the eligibility for, duration of, and features available during a free trial, and to terminate any trial at any time without notice and without liability.

4.7 Price Changes.BGplay may modify the Fees at any time. Price changes for an active Subscription will take effect at the next renewal and will be notified to the Subscriber by e-mail or in-Account notice no fewer than thirty (30) days in advance. The Subscriber’s continued use of the Service following the effective date of a price change constitutes acceptance of the new price.

4.8 No Right of Withdrawal. The Subscriber acknowledges that the Service is digital content delivered without a tangible medium and is performed immediately upon activation of the Subscription, and accordingly, to the maximum extent permitted by Applicable Law, the Subscriber waives any statutory right of withdrawal or cooling-off period in respect of the Service.

5. Description of the Service; AI-Generated Nature

5.1 The Service provides streaming access to a curated catalog of AI Music intended for use as Background Music at the Subscriber's Premises. The Subscriber acknowledges and agrees that one hundred percent (100%) of the audio content delivered via the Service is AI-generated and that no portion of the Catalog is, or is intended to be, a recording of any human performance, an interpolation of any pre-existing third-party master recording, or a derivative work of any human-authored musical composition, except to the extent produced by lawful generative processes operated by or for BGplay and the Suno Provider.

5.2 The Service is provided on a non-exclusive, non-transferable, non-sublicensable, revocable basis and is licensed, not sold, to the Subscriber. BGplay (and, where applicable, the Suno Provider) retains all right, title, and interest in and to the Service and the Catalog, including all intellectual property rights therein, subject only to the limited license expressly granted to the Subscriber in Section 6.

6. License Grant; Permitted Uses

6.1 Subject to the Subscriber’s continuing compliance with this Agreement and to the timely payment of all Fees, BGplay hereby grants to the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of the Subscription only and only within the territory of the State of Israel (and, where the Subscriber has procured an equivalent international add-on, in the additional territories specified in such add-on), to (a) stream the AI Music made available in the Catalog to the Premises by means of the Service; and (b) play such AI Music as Background Music at the Premises during the Subscriber’s ordinary operating hours.

6.2 Number of Premises. Each Subscription covers the number of Premises explicitly elected and paid for by the Subscriber. Use of the Service at any additional Premises requires a separate Subscription, an additional per-Premises fee, or such other arrangement as BGplay may make available.

6.3 Staff Use.The Subscriber may permit its officers, employees, contractors, and authorized agents to operate the Service at the Premises strictly in furtherance of the Subscriber’s business, provided that the Subscriber remains fully responsible for any act or omission of such persons.

7. Restrictions

The Subscriber shall not, and shall not permit any third party (including the Subscriber’s personnel) to: (a) reproduce, record, fix, archive, download (other than transient streaming buffers), distribute, redistribute, sell, resell, license, sublicense, lease, rent, lend, transfer, or otherwise commercialize any AI Music or any other portion of the Service; (b) use the AI Music in any synchronized audio-visual production, advertisement, film, television program, podcast, video game, or other derivative work, whether for internal or external use; (c) use the AI Music as a master recording or as a sample, loop, or stem in any further composition, recording, or release; (d) re-broadcast, retransmit, simulcast, webcast, or stream the AI Music to any recipient outside the Premises, including without limitation over the internet, over telephone hold lines, in podcasts, in social media content, or in any other communication-to-the-public manner; (e) charge admission, cover, or any other fee that is materially attributable to the playing of the AI Music; (f) use the Service in any manner that infringes any intellectual-property right, privacy right, publicity right, or any other right of any person; (g) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or training data of the Service or of the underlying generative-AI models; (h) use the Service to train, fine-tune, evaluate, or otherwise develop any machine-learning model, large language model, or generative AI system; (i) circumvent, disable, or otherwise interfere with any security, authentication, rate-limiting, or other technical control of the Service; (j) use any robot, scraper, crawler, spider, or other automated means to access the Service except as expressly authorized by BGplay in writing; (k) use the Service in any manner that violates Applicable Law or that is otherwise inconsistent with the Acceptable Use Policy or the Suno Terms; (l) misrepresent the AI Music as having been authored or performed by any human; or (m) attach, by way of false metadata, watermark, or attribution, any human authorship or performance credit to the AI Music.

8. Royalties, Performance Rights, and Collecting Societies

Section 8 is the central commercial bargain of this Agreement. The Subscriber is urged to read it carefully and in full.

8.1 The AI-Generated Nature of the Catalog

The Subscriber acknowledges, agrees, and accepts that all audio content made available through the Service is AI Music as defined herein, generated by automated, machine-learning, generative- artificial-intelligence systems operated by or via the Suno Provider, and that, save for limited human curation, prompting, and editorial oversight which is not intended to and does not confer authorial rights in the resulting recordings under Applicable Law, no human author, composer, lyricist, performer, producer, arranger, conductor, mixer, or recording engineer contributed to the creation, fixation, or production of any portion of the Catalog within the meaning of the Israeli Copyright Act or the Israeli Performers’ Act.

8.2 Position Under Israeli Copyright Law

Section 4 of the Israeli Copyright Act extends copyright protection only to original “works” created by an “author”, where the term “author” is, by the structure and purpose of the Act and by reference to its legislative history, understood to refer to a natural person who contributes original creative expression. The Israeli Ministry of Justice has, in opinions issued in the period 2022-2024, consistently taken the position that purely AI-generated content in respect of which no human creative contribution rises to the level of authorship is not eligible for copyright protection under the Israeli Copyright Act, although the Ministry has recognized that the use of training data by generative AI systems may, in certain circumstances, give rise to separate questions which are not the subject of this Agreement.

Without prejudice to the foregoing, BGplay represents that the AI Music made available through the Service is generated by means that BGplay reasonably believes do not give rise to copyright-owning “authors” or copyright-eligible “works” within the meaning of the Israeli Copyright Act, and accordingly that there is no human author entitled to royalties or remuneration in respect of the public communication or performance of such AI Music.

8.3 Position Under the Israeli Performers’ Act

The Israeli Performers’ Act vests certain neighbouring rights in “performers”, defined to mean natural persons who perform a literary, dramatic, musical, or artistic work. Because the AI Music is not the product of any natural-person performance and no natural person performs any portion of the AI Music in any manner cognizable under the Performers’ Act, no performer’s right within the meaning of the Performers’ Act subsists in any portion of the Catalog.

8.4 Position Under Phonogram-Producer Doctrine

To the extent any phonogram-producer right may be deemed to subsist in any portion of the AI Music under any Applicable Law, such right is held by BGplay or its licensors (including the Suno Provider) and is fully and irrevocably licensed to the Subscriber for the purposes set forth in Section 6 hereof, without any obligation on the part of the Subscriber to make any payment to any Collecting Society or to any other person in respect of such right.

8.5 No Royalty Obligation Owed by Subscriber

ACCORDINGLY, AND WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, IT IS THE FOUNDATIONAL COMMERCIAL UNDERSTANDING BETWEEN THE PARTIES THAT THE SUBSCRIBER IS NOT, AND SHALL NOT BE, LIABLE FOR ANY ROYALTY, BLANKET LICENSE FEE, MECHANICAL FEE, PERFORMANCE FEE, COMMUNICATION-TO-THE-PUBLIC FEE, OR OTHER SIMILAR PAYMENT TO ANY COLLECTING SOCIETY (INCLUDING WITHOUT LIMITATION ACUM, ESHCOLOT, IFPI ISRAEL/PHONOKOL, OR ANY SUCCESSOR OR EQUIVALENT BODY) IN RESPECT OF, AND SOLELY IN RESPECT OF, THE PLAYING OF UNMODIFIED CATALOG AI MUSIC AS BACKGROUND MUSIC AT THE PREMISES IN STRICT ACCORDANCE WITH SECTION 6 HEREOF.

8.6 Subscriber-Side Compliance

The foregoing applies only to the AI Music played through the Service. The Subscriber remains solely responsible for any royalty, licence, or other obligation arising in connection with any other music, audio, video, broadcast, performance, or content played, broadcast, performed, fixed, or otherwise exploited at, from, or in connection with the Premises through any source other than the Service, including without limitation radio broadcasts, television broadcasts, streaming services other than BGplay, live performances, jukeboxes, telephone hold music, and any user-supplied audio. The Subscriber shall not commingle the AI Music with any third-party music or content in any manner that could reasonably create the appearance that BGplay’s Service is the source of such third-party content.

8.7 Limited BGplay Indemnity for Royalty Claims

Subject to the conditions set forth in Sections 8.8 and 12 below and to the limitations of liability set forth in Section 14 below, BGplay shall, at its own cost and expense, defend the Subscriber against any third-party claim, demand, or action brought by a Collecting Society alleging that the playing of unmodified Catalog AI Music as Background Music at the Premises in strict accordance with Section 6 of this Agreement gives rise to a royalty, licence-fee, or similar obligation, and shall pay any final judgment, settlement, or fee directly attributable to such claim that BGplay has approved in writing, provided that (i) the Subscriber promptly notifies BGplay of the claim in writing; (ii) the Subscriber gives BGplay sole control of the defense and settlement of the claim; (iii) the Subscriber provides BGplay with all reasonably requested cooperation, information, and authority; and (iv) the Subscriber has not, in connection with the matter giving rise to the claim, breached any representation, warranty, covenant, or restriction of this Agreement, including the restrictions in Section 7 hereof.

8.8 Exclusions from Royalty Indemnity

The indemnity set forth in Section 8.7 does not apply to, and BGplay shall have no liability or obligation under it for, any claim arising out of or relating to: (a) any music, audio, or content other than unmodified Catalog AI Music delivered via the Service; (b) any modification, edit, mash-up, mix, derivative, or sample-based use of the AI Music; (c) any use of the AI Music outside the scope of the licence granted in Section 6, including any breach of the restrictions in Section 7; (d) any commingling, sequencing, or simultaneous playing of AI Music with non-AI-Music content; (e) any failure of the Subscriber to comply with the Subscriber’s obligations under this Agreement; (f) any combination of the AI Music with any product, service, content, hardware, or software not provided by BGplay, if the claim would have been avoided absent such combination; (g) any continued use of the AI Music after BGplay has notified the Subscriber to cease such use; (h) any claim arising under the laws of any jurisdiction outside the State of Israel, except to the extent the Subscriber has procured an international add-on covering such jurisdiction; or (i) any claim asserted by a person or entity other than a Collecting Society or its affiliated counsel.

8.9 Sole and Exclusive Royalty Remedy

SECTION 8.7 SETS FORTH THE SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY, AND BGPLAY’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY AND ALL ROYALTY-RELATED CLAIMS BY ANY COLLECTING SOCIETY IN CONNECTION WITH THE SERVICE, AND IS GIVEN IN LIEU OF, AND REPLACES IN FULL, ANY OTHER REPRESENTATION, WARRANTY, UNDERTAKING, INDEMNITY, OR REMEDY (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) IN RESPECT OF SUCH CLAIMS.

8.10 Evolving Legal Landscape

The Subscriber acknowledges that the legal treatment of AI- generated content under copyright, neighbouring-rights, and collecting-society regimes is rapidly evolving and varies by jurisdiction, and that legislative, regulatory, or judicial developments may, in the future, modify the analysis set forth in this Section 8. BGplay reserves the right to revise this Agreement and the Service in response to such developments.

9. Suno Compliance and Upstream Terms

9.1 The Subscriber acknowledges that the Catalog is generated, in whole or in part, through the Suno Provider, and that the Subscriber’s use of any AI Music is subject to, and shall at all times comply with, the Suno Terms in addition to this Agreement. In the event of any conflict between this Agreement and the Suno Terms with respect to permitted uses of AI Music, the more restrictive provision shall prevail.

9.2 Without limiting the generality of Section 9.1, the Subscriber undertakes not to: (a) use the AI Music in any manner that would violate the Suno Acceptable Use Policy, including without limitation any prohibition on impersonation, deepfaking, voice cloning of identifiable persons, hate speech, sexual content, or content concerning minors; (b) re-distribute the AI Music as a stand-alone audio file outside the Service; (c) use the AI Music in connection with the training, fine-tuning, evaluation, or development of any machine-learning or generative-AI model; (d) misrepresent the provenance of the AI Music; or (e) take any action that could reasonably impair BGplay’s relationship with the Suno Provider.

9.3 BGplay may, in its sole discretion and at any time, withdraw, replace, or otherwise modify any portion of the Catalog in order to comply with the Suno Terms or with any direction issued by the Suno Provider, and any such withdrawal, replacement, or modification shall not constitute a breach by BGplay of this Agreement.

10. Customer Content; Feedback

10.1 The Subscriber retains ownership of the Customer Content (e.g., prompts, preferences, station configurations, feedback signals) submitted to the Service, but hereby grants to BGplay a worldwide, royalty-free, perpetual, irrevocable, sublicensable, transferable license to host, store, copy, transmit, modify, create derivative works of, display, perform, analyze, and otherwise use the Customer Content for the purposes of operating, improving, securing, and developing the Service and any related products of BGplay.

10.2 If the Subscriber provides BGplay with any feedback, suggestions, ideas, or recommendations regarding the Service (collectively, “Feedback”), the Subscriber hereby irrevocably and perpetually assigns to BGplay all right, title, and interest in and to such Feedback, and BGplay shall be free to use such Feedback for any purpose, without restriction or compensation.

11. Intellectual Property; Reservation of Rights

11.1 As between the parties, BGplay and its licensors (including the Suno Provider) own all right, title, and interest in and to the Service, the Catalog, the underlying software, the website, the dashboards, and all related intellectual-property rights, including any improvements, modifications, derivative works, or compilations thereof. All rights not expressly granted to the Subscriber under this Agreement are reserved to BGplay and its licensors.

11.2 The Subscriber shall not remove, obscure, or alter any proprietary notice, copyright notice, trademark notice, or confidentiality legend appearing on any portion of the Service.

12. Acceptable Use Policy; Suspension

12.1 The Subscriber shall not use the Service in any manner that is unlawful, abusive, fraudulent, deceptive, harassing, threatening, defamatory, infringing, obscene, or otherwise objectionable. BGplay may, at its sole discretion and without liability, suspend, throttle, or terminate the Subscriber’s access to the Service immediately upon any actual or suspected violation of this Section 12, of the Suno Terms, or of any Applicable Law.

12.2 BGplay may also suspend the Service in respect of a Subscriber that has failed to pay any Fee when due, that has provided false or misleading information at registration, that is the subject of a credible third-party complaint, or whose continued access reasonably threatens the security or integrity of the Service or its other users.

13. Disclaimer of Warranties

13.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE CATALOG ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BGPLAY HEREBY DISCLAIMS, AND THE SUBSCRIBER HEREBY WAIVES, ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, UNINTERRUPTEDNESS, ERROR-FREENESS, FREEDOM FROM HARMFUL COMPONENTS, COMPATIBILITY, QUIET ENJOYMENT, AND CORRESPONDENCE TO DESCRIPTION.

13.2 BGPLAY MAKES NO REPRESENTATION OR WARRANTY THAT (a) THE SERVICE WILL MEET THE SUBSCRIBER’S BUSINESS REQUIREMENTS; (b) THE SERVICE WILL OPERATE WITHOUT INTERRUPTION, DELAY, OR ERROR; (c) THE CATALOG WILL CONTAIN ANY PARTICULAR GENRE, MOOD, SONG, ARTIST-LIKE STYLE, OR OTHER CHARACTERISTIC; (d) THE SERVICE WILL BE AVAILABLE IN ANY PARTICULAR JURISDICTION; OR (e) THE INFORMATIONAL OR LEGAL ANALYSIS SET FORTH IN THIS AGREEMENT, INCLUDING SECTION 8 HEREOF, WILL BE ACCEPTED BY ANY COLLECTING SOCIETY, COURT, REGULATOR, OR OTHER AUTHORITY.

13.3 The Subscriber acknowledges that the Service depends on the availability of third-party infrastructure (including the Suno Provider, hosting providers, payment processors, and internet service providers) that are outside BGplay’s control, and that any disruption, change, or termination of such third-party services may affect the availability of the Service.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BGPLAY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS (INCLUDING THE SUNO PROVIDER) BE LIABLE TO THE SUBSCRIBER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, USE, DATA, OR OPPORTUNITY; OR FOR ANY DAMAGES ARISING OUT OF OR RELATING TO BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR THE COST OF SUBSTITUTE GOODS OR SERVICES; IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE, AND WHETHER OR NOT BGPLAY HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES.

14.2 WITHOUT LIMITING THE GENERALITY OF SECTION 14.1, BGPLAY’S TOTAL AGGREGATE LIABILITY UNDER, ARISING OUT OF, OR RELATING TO THIS AGREEMENT (INCLUDING ALL SUBSCRIBER CLAIMS UNDER SECTION 8.7, BUT EXCLUDING ROYALTY AMOUNTS THAT BGPLAY ELECTS, IN ITS SOLE DISCRETION, TO PAY DIRECTLY TO A COLLECTING SOCIETY ON THE SUBSCRIBER’S BEHALF UNDER A SETTLEMENT) SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY PAID BY THE SUBSCRIBER TO BGPLAY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY, OR (b) ONE HUNDRED ISRAELI NEW SHEKELS (NIS 100).

14.3 THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION 14 APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS AND LIMITATIONS REFLECT AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THEM AND THAT BGPLAY WOULD NOT MAKE THE SERVICE AVAILABLE WITHOUT THEM. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.

15. Subscriber Indemnification of BGplay

The Subscriber shall defend, indemnify, and hold harmless BGplay and its Affiliates, officers, directors, employees, agents, and licensors (including the Suno Provider) from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any Customer Content; (b) the Subscriber’s breach of this Agreement or violation of Applicable Law; (c) the Subscriber’s use of the Service in any manner not permitted by Section 6; (d) any combination of the AI Music with any third-party content, product, or service; (e) the operation of the Subscriber’s business at the Premises (other than the playing of unmodified Catalog AI Music in accordance with this Agreement); (f) the Subscriber’s failure to comply with Applicable Law in respect of any non-Service music or content played at the Premises; and (g) any tax obligation of the Subscriber.

16. Term; Termination; Effect of Termination

16.1 This Agreement commences on the Effective Date and continues for so long as the Subscriber maintains an active Subscription, subject to earlier termination as set forth herein.

16.2 BGplay may terminate this Agreement, suspend the Service, or cease offering the Service, at any time, in respect of any Subscriber, with or without cause, and with or without notice, provided that, in the case of termination without cause, BGplay shall (subject to the limitation of liability in Section 14) refund any pre-paid Fees pro rata for the unused portion of the then-current billing period.

16.3 Upon any termination of this Agreement, (a) the Subscriber’s right to access and use the Service shall immediately cease; (b) the Subscriber shall promptly cease playing the AI Music at the Premises; (c) BGplay may, but is not obligated to, retain any Customer Content for archival, legal, regulatory, or audit purposes; and (d) all provisions of this Agreement that by their nature are intended to survive termination shall so survive, including without limitation Sections 1, 5.2, 7, 8 (other than the indemnity in Section 8.7, which shall apply only to claims arising during the term), 10-15, 16.3, and 17-25.

17. Governing Law; Jurisdiction

17.1 This Agreement, and any dispute, controversy, or claim arising out of or relating to it, its subject matter, its formation, its validity, its performance, its termination, or any non-contractual obligation arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the State of Israel, without regard to any conflict-of- laws principles that would result in the application of the laws of any other jurisdiction.

17.2 The competent courts of Tel Aviv-Yafo, Israel, shall have sole and exclusive jurisdiction over any such dispute, and the parties hereby irrevocably submit to such jurisdiction. Without limiting the foregoing, BGplay shall be entitled to seek injunctive or equitable relief in any court of competent jurisdiction in respect of any actual or threatened breach of this Agreement.

17.3 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance of this Agreement, other than payment obligations, to the extent such failure or delay is caused by an event beyond its reasonable control, including without limitation acts of God, war, armed conflict, military operations, terrorism, civil disturbance, natural disasters, fire, flood, earthquake, epidemic, pandemic, governmental action, embargo, change in law, labour dispute, failure of telecommunications or internet services, or failure of any third-party provider (including the Suno Provider). The party affected by a force-majeure event shall give prompt notice to the other party.

19. Modifications to the Terms

BGplay may, from time to time, modify, supplement, replace, or otherwise amend this Agreement in its sole discretion. Material changes will be notified to the Subscriber by e-mail to the address on file or by in-Account notice no fewer than fifteen (15) days before they take effect. The Subscriber’s continued use of the Service after the effective date of such change shall constitute acceptance of the modified Agreement. If the Subscriber does not accept the modified Agreement, the Subscriber’s sole remedy is to terminate the Subscription in accordance with Section 4.5.

20. Severability; No Waiver

20.1 If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, or, if such modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

20.2 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, and no waiver of any breach shall constitute a waiver of any subsequent breach.

21. Assignment

The Subscriber shall not assign, transfer, or delegate this Agreement, in whole or in part, by operation of law or otherwise, without BGplay’s prior written consent. Any purported assignment in violation of this Section is void. BGplay may assign or transfer this Agreement, in whole or in part, without consent, to any Affiliate or in connection with any merger, acquisition, reorganization, or sale of all or substantially all of its assets.

22. Notices

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered (a) by e-mail to the e-mail address most recently provided by the recipient (with no bounce-back); or (b) by personal delivery, recognized overnight courier, or registered mail at the recipient’s registered address. Notices to BGplay shall additionally be sent to [email protected].

23. Entire Agreement; Order of Precedence

This Agreement, together with the Privacy Policy, the Acceptable Use Policy, the order form (if any), and the Suno Terms (insofar as they govern the underlying generative-AI service), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and understandings, whether oral or written. In the event of any conflict, the order of precedence is: (i) the order form, (ii) this Agreement, (iii) the Privacy Policy, (iv) the Acceptable Use Policy, and (v) the Suno Terms.

24. Language

This Agreement is published by BGplay in both Hebrew and English. Both versions are intended to be substantively identical; however, in the event of any inconsistency, ambiguity, or discrepancy between the two versions, the Hebrew version shall prevail.

25. Contact

Questions regarding this Agreement may be directed to [email protected]. Service-related questions may be directed to [email protected]. Royalty-related notices and Collecting-Society correspondence should be sent immediately, in their entirety, to [email protected].