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THIS AGREEMENT SETS OUT THE TERMS AND CONDITIONS THAT APPLY TO AN INDIVIDUAL OR AN ENTITY’S SUBSCRIPTION TO CUSTOMCHANNELS.NET, LLC’S SMILE RADIO SERVICE (“SMILE RADIO”). ALL REFERENCES TO “YOU”, “YOUR” OR “CLIENT” MEAN YOU, THE INDIVIDUAL OR ENTITY SUBSCRIBING TO SMILE RADIO. ALL REFERENCES TO “US”, “WE”, “OUR” OR “COMPANY” MEAN CUSTOMCHANNELS.NET, LLC, A COLORADO LIMITED LIABILITY COMPANY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CUSTOMCHANNELS.NET, LLC.

1. SMILE RADIO SERVICE DESCRIPTION: Smile Radio Service (“Service”) consists of a minimum of twelve (12) professionally programmed audio channels designed for use as a background music service in dental or similar professional offices, delivered over the Internet and received on a Company-approved streaming media player, (“Radio Player”), the purchase of which by Client is included with the Service. Company reserves the right to update Service channel names, formats, and music mixes without prior notice to Client. Current channel line-up can be found at www.smile-radio.com.

2. SUBSCRIBING TO SMILE RADIO. By completing and submitting this on-line enrollment form (the “Enrollment Form”) and by agreeing to be bound by the terms and conditions of this Agreement, You are agreeing to subscribe to the Smile Radio Service (“Subscription”) and to set in motion: a) the establishment of an Account with the Company including a valid credit card and authorization for payment of any amounts owed on Your Account; b) authorization of the purchase of a Radio Player and shipment of Radio Player to the physical address of Your office (“Location”) given on Your Enrollment Form; and c) authorization for Us to set up Smile Radio service to Your Location.

3. TERM AND TERMINATION: The initial term of the Agreement shall commence on the date on which the Enrollment Form was submitted and continue in full force and effect until otherwise terminated by either party with 10 days written notice. Except for cancellations during any free trial period according to the provisions of Section 6, if terminated by Client, no credit or refund will be due from Company for any Activation Fees or prepayment of unused days of Service. Certain Subscriptions may be subject to an early cancellation fee as described more fully in Section7. If terminated by Company, a pro-rata refund calculated as a percentage of days of prepaid Service used will be issued to Client. Except as provided for above, no refund or credit will be due Client, including costs related to activation fees, the purchase of equipment or switching vendors.

4. FIRST 30 DAYS FREE TRIAL PERIOD. When We receive confirmation from a shipping company that the Radio Player has been received at Your location, You will have 30 calendar days to evaluate Smile Radio at Your Location (“Free Trial Period”). Your credit card will not be charged during the Free Trial Period.

5. TO CONTINUE YOUR SMILE RADIO SUBSCRIPTION BEYOND THE FREE TRIAL PERIOD, You do not need to do anything. Your Account and credit card will be charged for Smile Radio Service according to the Subscription option You chose on Your Enrollment Form (See Section 7 – Smile Radio Subscription Options).

6. TO CANCEL SERVICE WITHIN THE FREE TRIAL PERIOD: To cancel the Service without incurring any charges to Your credit card, You must:

a)   Notify Us by phone, email or mail within the Free Trial Period, of Your intent to cancel Service and to receive a Return Merchandise Authorization (RMA); and
b)   Return the Radio Player, in its original packaging, in like new, working condition (reasonable wear and tear excepted), with all included cables, power supply, documents and remote control, postage and insurance pre-paid to Us according to the instructions in the RMA. Returned Player must be received by Us within 10 days of the issuance of an RMA.

Upon receipt of the Player in good order and according to the terms above, We will cancel any authorized charges to Your credit card and disconnect service to the Location.

7. SMILE RADIO SUBSCRIPTION OPTIONS. Upon enrollment, You must choose one of the two Subscription Options (“Option 1″ or “Option 2″). Upon expiration of the Free Trial Period, without prior cancellation under the provisions of Sections 6, You agree to pay the following:

1. OPTION 1 Subscriptions: $39.95 for the first month of service after expiration of the Free Trial Period plus a one-time $200 Activation Fee, which includes the Radio Player. Your Account and associated credit card will be charged $39.95 each month thereafter unless and until terminated according the provisions of Section 3. Note that while You may cancel Your service at any time, there is no refund or credit of the Activation Fee. The Radio Player is Yours to keep and use for other purposes if You cancel.
2. OPTION 2 Subscriptions: $39.95 per month for the next 24 (twenty four) months after the expiration of the Free Trial Period (“Contract Term”). If You terminate Your OPTION 2 Subscription prior to end of the 24-month Contract Term, a cancellation fee equal to the lesser of $300 or $25.00 per cancelled month of service will be charged to Your Account. The Radio Player is Yours to keep and use for other purposes if You cancel. After the Contract Term, Option 2 Subscriptions will continue on a month-to-month basis at the rate of $39.95 until terminated. No cancellation fee applies to Option 2 Subscriptions terminated after the completion of the 24-month Contract Term.

Charges for either Option 1 or Option 2 Subscriptions will be applied to Your Account and corresponding credit card approximately every 30 days on or about the monthly anniversary date of the expiration of Your Free Trial Period.

8. RADIO PLAYER MAINTENANCE. You are solely responsible for the ownership, maintenance and operation of the Radio Player and all costs associated therewith. We do not warranty, repair or replace Radio Players beyond the manufacturer’s warranty and are not responsible for their maintenance or operation at Your Location. You are responsible for any damage to Radio Player due to accidents, misuse, Acts of God, or any other factor out of the reasonable control of the Company. Replacement of non-warranty related damaged or malfunctioning Radio Player will be at then-current replacement costs.

9: LICENSES: (“Licenses”) shall mean (i) licenses issued to Company by ASCAP, BMI and SESAC authorizing the non-dramatic public performance of all musical works within the licensor’s repertoire by means of the Smile Radio Service, and (ii) licenses issued to Company by SoundExchange pursuant to Sections 112 and 114 of the Digital Millennium Copyright Act of 1998, as amended (“DMCA”), authorizing the digital audio transmission of sound recordings by means of the Service and the making of “ephemeral recordings” in connection therewith, subject to the terms and conditions of the DMCA. Company will be responsible for obtaining and complying with all Licenses for the Service, including payment of all royalties or license fees associated therewith, provided Client’s use of the Service complies with the following terms: (i) Client will access the Service using only Company approved Radio Players. (ii) The music disseminated via the Service may only be publicly performed via loudspeakers in approved Locations as an accompaniment to routine activities, including, but not limited to work, shopping, conversation, dining and relaxation, and may be audible only within and immediately adjacent to the Locations. (iii)Without limitation of the foregoing, the Service may not be (a) used by a VJ/DJ, (b) performed at any premises where an admission fee is charged, or as an accompaniment to dancing, or in connection with a dramatic performance, (c) transmitted to any private home, apartment, guest room in a hotel or motel, or other similar location. (iv) Client agrees not to record, reproduce, edit, adapt, re-purpose, re-transmit, broadcast or otherwise exploit the Service or any element thereof. Client further acknowledges that these Licenses only apply to acceptable use of the Smile Radio Service provided by Company and that any additional licenses required by Client’s business must be obtained independently. In the event a License expires, is terminated or is materially amended, Company’s obligations hereunder will be suspended to the extent Company’s ability to provide the Service are in Company’s judgment materially affected by such expiration, termination or amendment.

10: LIMITED WARRANTY: Except as expressly provided herein, Company makes no warranty, express or implied, with respect to the Service rendered by Company above and beyond the specifications detailed in this Agreement. In the event of a disruption of services, Company shall use its best efforts upon discovery of or notification of the interruption to restore service. Without limitation of the foregoing, Company is not responsible for disruptions in services due to Internet traffic, local Internet Service Provider (ISP) outages, client equipment or network failures or technical or human errors or failures beyond Company’s reasonable control. Additionally, any delay or failure of a party to perform its obligations hereunder will be excused to the extent that it is caused by an event or condition beyond its reasonable control, such as, by way of example but not limitation, governmental action, changes in applicable laws or regulations or the interpretation thereof, failure of any communications network, service, system or hardware, failure or outage of service provided by any local Internet service provider, flood, storm or other natural disaster, traffic, congestion or delays on the Internet, fire, explosion, war, terrorism, civil disorder or labor dispute.

11: LIMITATION OF LIABILITY: Neither party shall be liable to the other party for any incidental, consequential, special, or punitive damages of any kind or nature, including, without limitation, the breach of this Agreement or any termination of this Agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if either party has warned or been warned of the possibility of any such loss or damage.

12: MINIMUM REQUIREMENTS & NECESSARY EQUIPMENT: Client, at its own expense and independent of this Agreement, will provide all necessary equipment and meet all minimum Service requirements including (i) Internet service with a DSL or better full-time connection with sufficient bandwidth to facilitate a minimum of 128kbps of continuous data throughput. (ii) Audio system with a standard RCA input compatible amplifier and connected loudspeakers. (iii) Any additional routers, switches, patch cables, or power strips needed to provide a single standard Ethernet connection to the Player.

13: FEES AND PAYMENT: Fees for Service are payable in full upon receipt according to the provisions of Section 7. You are responsible, at all times during the term of this Agreement, for maintaining a valid credit card or other mutually agreed-upon payment method, associated with Your Account. Company reserves the right to suspend or terminate Service as a result of non-payment. Suspension or termination of services for non-payment does not release Client from any obligations specified in this Agreement.

14: ENTIRE AGREEMENT: This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, may not be changed except by an instrument in writing signed by both parties and supersedes any and all prior agreements between the parties.

BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THEM.