Terms of Service


Software as a Service – Terms of Service


Please read these Terms of Service very carefully as they constitute a binding agreement between You (in these Terms, the ‘Client’ or ‘You’), and Us (in these Terms, ‘SonoSuite’, ‘We’ or ‘Us’) and are effective upon the registration on the Platform, available at http://sonosuite.com (hereinafter, the ‘Platform’) or the execution of the Service Agreement.

Formally, the provider of the service and responsible of the SonoSuite Platform is Sonosuite S.L., which is a limited liability Company constituted and existing under the laws of Spain, with legal address in Calle Trafalgar 10 pral 1o – 08010 Barcelona (Spain), Tax ID# ES-B17943986 and registered at the Commercial Register of Valencia at Volume 10406 – 7687, Section 95 and Sheet v-179185-2. Our contact information is: +34 931 747 666, and you can reach us for any legal concerns via email at [email protected].

It is important you fill out all the information required in the Setup – General Information section of the Platform as this information is an essential part of the contractual relationship between us. We made our Terms of Service as easy to read as possible, but if you have any doubt or query, please contact us by using any of the communication channels described above.

Table of Contents:

  1. Definitions
  2. General Conditions of the Services 
  3. Description of the Services 
  4. Obligations 
  5. Royalties and License Fees 
  6. Fees
  7. Duration and Termination 
  8. Intellectual Property Rights 
  9. Fraud 
  10. Quality Control 
  11. Sunset Protocol 
  12. No Refund Policy
  13. Privacy 
  14. Service Level 
  15. Warranty. Limitation of Liability 
  16. Miscellaneous


  1. Definitions

To facilitate the understanding of these Terms of Service, the following principal expressions shall have these meanings:

Client”: that’s You, a music label, distributor, music aggregator or other entity that has a SaaS (Software as a Service) Agreement with Us.

Digital Distribution”: means the transferring by any means of data transmission or communication, through the internet, internet radio, kiosks, in-store listening posts, mobile, wireless, satellite and similar communication systems, whether now known or existing in the future, of the End User Content in multiple digital formats including but not limited to clips, permanent downloads, subscriptions, streams and timeout-downloads, ring-tones and ring-back tones and any other means.

Digital Service Provideror “DSP”: means any digital outlet, such as music download portals, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, digital (and terrestrial) television networks, and mobile networks (i.e.: Apple Music, Spotify, Tidal, etc.), that enables customers to purchase and/or listen to End User Content.

End User”: your client (hereinafter, the End User), who can be an artist, songwriter, author, producer, agent (including royalty recipients), rights holder or other authorized party to exploit music content commercially (including the Composition and the Master Recording) and use the Platform, the Platform API or portions thereof.

End User Content”: means all intellectual property works (including without limitation Musical Works, Master Recordings, Music Videos, Ringtones, Realtones, Lyrics, Logos, Cover Artworks and Images) as to which the End User owns the necessary exploitation rights.

Platform”: refers to the digital music supply chain and accounting platform available from http://sonosuite.com or your designated subdomain.

Service”: means the service provided by Us through the Platform, by which You can provide services to End Users including, but not limited to making the End User Content available on Digital Service Provider (here, the Digital Distribution Services); Royalty Processing and Accounting; and Royalty Payouts.


  1. General Conditions of the Services

2.1 The purpose of this Agreement is to establish the general conditions by which We will provide the Service to You via the Platform. For information purposes, the features of the Platform include but are not limited to:

We reserve the right to include new functionalities or eliminate any of the features of the Platform, to change the characteristics, design, appearance or presentation of the Platform and the Service.

2.2 As a consequence, the Service that We will provide to You includes in essence the following:

A. SonoSuite White Label Digital Supply Chain Service,which includes:

(1)  Secure web-based access to the Platform.

(2) Possibility to provide to End Users the following services: aggregation, storage, management, encoding and distribution of End User Content (including metadata, lyrics etc.) to DSP.

(3) Upon request, update and takedown of content and metadata in DSP.

(4) Provision of these services using your own brand, only with the limitations described below.

(5) Quality Control (QC) by You or by SonoSuite.


B. SonoSuite-Aggregator Service, which includes:

(1) Distribution of End User Content (including metadata, lyrics etc.) to DSP under the contracts that we have executed with DSP.


C. SonoSuite-Own Contract Distribution Service, which includes:

(1) Distribution of End User Content (including metadata, lyrics etc.) to DSPices under the contracts that You have executed with DSPices..


D. SonoSuite-Distribution Service via Merlin, which includes:

(1) Distribution of End User Content (including metadata, lyrics etc.) to DSP under the contracts that Merlin have executed with DSPices.


E. SonoSuite-Royalty Administration Service, which includes:

(1) Aggregate reporting statements generated and reported by the DSP.

(2) Reflect such data, as provided by the DSP, in the interface of the Platform.

(3) Facilitate a process flow via the Platform for royalty payouts and royalty liquidation and transaction management.


2.3 The services provided by SonoSuite do not imply any type of management service or intermediation in the use of the content. SonoSuite is neither an owner nor a licensee of the use of the Content.


  1. Description of the Services

3.1 We will provide to You services known as “Software as a Service”, by which you will be able to offer to End Users as a “white label digital supply chain service”. Therefore, We hereby grant You a non-exclusive non-transferable, worldwide license to use the Platform in accordance with the Terms of Service set forth herein, which you undertake to have read and accepted upon the acceptance of these Terms, and solely for the purpose of offering to End Users your Digital Music Supply Chain and Royalty Administration Services, as also described herein. Consequently, and among others, You can’t use the Platform for any purpose different than established herein, You can’t copy or download the Platform or any part thereof, and We reserve all rights not expressly granted to You.

3.2 Administrator Account: You shall designate a minimum of one administrator who You authorize to create End User accounts and otherwise manage your interactions with the Platform. Such Administrator Account shall be used solely by You and may not be transferred or shared with any third-party. You acknowledge that you are exclusively responsible for all activity occurring under your Administrator and End User Accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Client’s and end-users ́ use of the Service, and your provision of services, including those related to data privacy, international communications and the transmission of technical or personal data. Any fraudulent, abusive, or otherwise illegal account activity can constitute a breach of agreement and a basis for terminating the Services, the license granted under Section 8.2, and this Agreement.

3.3 The DSP which are available through are listed in the ‘Distribution->Channels’ section: We reserve the right to add or remove services from this list, which shall be notified correspondingly to You.

In case You have executed a direct agreement with a DSP, You must provide the details of each of these in the configuration document that we will facilitate to You in order to distribute the End User Content to the DSP via your contract over the Platform.


  1. Obligations

4.1 By accepting these Terms of Service, You assume and undertake, essentially, the following obligations:

4.2 Contractual Relationships with DSP. In case You have a direct relationship with DSP, You agree to use your best efforts to include the following provisions in your separate agreements with each of them:

4.3 Loss of Rights. In case you do not have contractual relationships with all DSP, or if at any time during the Term, You reasonably believe that End Users, or any of the labels represented by You, don’t have, or no longer have the rights necessary to authorize DSP to make certain End User Content available, then You are obliged to withdraw, using the mechanisms therefore established within the Platform, authorization for any use of such End User Content in DSP by raising a ‘Takedown Request’. Following such request, SonoSuite shall use reasonable efforts to cease to make available such End User Content on the DSP after SonoSuite’s receipt of such request.


  1. Royalties and License Fees

    In case You use SonoSuite’s contracts with DSP, the following articles apply:
    5.1 Payment of License Fees: In consideration of the authorizations and rights granted to SonoSuite hereunder, SonoSuite shall pay to Client, the Royalties and License Fees which are reported and paid to SonoSuite by the DSP according to the conditions established in this Agreement. Client assumes all responsibility for forwarding any such payments to the appropriate related End Users, artists, labels, affiliate labels or sub-labels.

5.2 Reporting: SonoSuite shall make available to Clients monthly and at the latest on the 20th (twentieth) of each month, a detailed royalty statement of sales of the client Content on the basis of the sales information received from the DSP. This statement shall be provided to Client by means of the SonoSuite interface or API; in an Excel, txt or csv format, by email, or any other format in accordance with SonoSuite’s standard business practices.

5.3 Royalties: SonoSuite shall confirm sales amounts to Client monthly and at the latest on the 30th (thirtieth) of each month. SonoSuite shall request an invoice for the confirmed amount to Client and will pay the said invoice in accordance with SonoSuite’s standard business practices. Payments will be made to the bank Account provided by the Client. If the amount owed does not meet a balance of €1000, in principle such balance will be rolled into the following months and added to subsequent invoices.

Any costs, fees, levies or taxes related to Royalty out payments by electronic funds transfer (EFT), will be accounted for and paid by Client.

5.4 In compliance with International Copyright Law, SonoSuite will respond expeditiously to remove or disable access to material from any of these categories that has been distributed using the SonoSuite platform. SonoSuite will in these cases follow its Anti Fraud Policy, which is available in the ‘Legal’ section of each account on the Platform.

5.5 SonoSuite may block and withhold (escrow) Royalties for any Client or End User account that are received in connection with content that SonoSuite believes, in its sole discretion, violates the SonoSuite Service Agreement or the Agreements we have with DSP.

The process of blocking possible fraudulent content or accounts and unblocking these accounts is described in the Anti Fraud Policy.

5.6 SonoSuite will recoup any amounts due to a Client/End User from any DSP for any fraudulent or unauthorized use of the Service by withholding such amounts from future payments.

Notwithstanding any other provision of this Agreement, SonoSuite shall not be required to pay to the Client any Royalties in respect of End Users or Plays deemed by SonoSuite to be: (A) in breach of SonoSuite’s Anti Fraud Policy; and/or (B) resulting from fraudulent activity, copyright infringement or artificial or unnatural streaming behavior detected by DSP through their internal analysis and/or third party claims. 

Thus, in accordance with SonoSuite’s policy to deter fraud, a penalty of EUR 10 per track will be deducted from Royalties, or otherwise charged to the Client, for its Content that is removed due to fraudulent practices, according to SonoSuite’s Anti Fraud Policy, or for those Plays/Streams/Releases removed by DSP due to fraudulent practices according to their guidelines.

In case of that event, SonoSuite will report to the Client the applicable removed content and any amounts deducted from Royalties or charged as penalties corresponding to those fraudulent practices.
5.7 To the extent any fraudulent and/or infringing activities are determined to be caused by the Client or End Users’ actions, any costs incurred by SonoSuite (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by Us from any future payments due to a Client/End User.

5.8 In the royalty invoicing process, we will report back fraud or any unauthorized activity that we detected to the affected DSP before invoicing to such DSP so they can revise the content, takedown if needed and adjust the amount of royalties to be invoiced by SonoSuite to them on behalf of a Client or End User. In case the content is taken down because of fraudulent activity, we will proceed in accordance with Clause 5.6 above.


  1. Fees

6.1 You undertake to pay to Us the corresponding Service Fees, as defined in the Service Agreement.

6.2. On a monthly basis, SonoSuite shall send you an invoice which includes the Service fees according to your selected plan.

6.3 In case a Royalty Administration Fee is applied as a Revenue share, this will be calculated on the basis of the digital revenues processed during the month, multiplied by the applicable Royalty Administration Fee Revenue Share percentage as specified in the Service Agreement.

6.4 In case an invoice for Service Fees or charges for other services related to this Agreement are due for more than thirty (30) days, SonoSuite reserves the right to deduct the amount of this overdue invoice from the Royalties and License Fees paid for compensating said invoice.

6.5 In case Client fails to pay the Service Fees or charges for other services related to this Agreement within five (5) business days of our notice to Client that payment is due or delinquent, or if Client does not update payment information upon our request, SonoSuite may suspend or terminate access to the Service by Client and its End Users.

6.6 All payments to Us shall be made by credit card, paypal or wire transfer, through the designated billing interface we have created for this purpose, where you can, among other things, view your invoices, access your payment history, make payments via secure payment gateways and change credit card information (e.g. upon card renewal). According to the current regulation, You will receive an invoice upon each receipt of payment. We use a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except for processing payments for Us.

6.7 If You believe a Service Fee invoice is incorrect, You shall pay the undisputed portion of the Service Fee on a timely basis and both will cooperate in good faith to determine if any adjustment is necessary for the remaining amount.

6.8 In accordance with our Anti Fraud Policy and Sections ‘9. Fraud’ and ‘4. Obligations’ of the present Agreement, You may be charged an extra fee, as Administrative Expenses, in case repeated fraudulent activities are confirmed to be held in your Platform, specially but not limited to End Users or Content deemed by SonoSuite to be in breach of SonoSuite’s Anti Fraud Policy and/or activities related to copyright infringement and artificial or unnatural streaming behavior detected by DSP through their internal analysis and/or third party claims.


  1. Duration and Termination

7.1 The duration of our contractual relationship is initially 12 months, unless terminated earlier in accordance with these Terms of Service. The Agreement shall renew automatically for additional 12-month periods unless You or We notify to the other the desire not to renew at least ninety (90) days prior to the expiration of the Term.

7.2 In the event of termination, You must pay all outstanding amounts to Us in a maximum period of five (5) days from the notification date. We will transfer to you any positive balance (preferably via EFT), whichever is the case, in addition, in the event of termination, the Sunset protocol will be activated in accordance with section 11. Moreover, You authorize Us to eliminate the End User Content from DSP, suspend your account, block the access (to You and the End Users) to the Platform and hide all the files and information uploaded by You and/or the End Users to the Platform. The termination shall not affect the accrued rights and obligations of the parties at the date of termination.

7.3 Additionally, We may terminate our relationship and the Service:

a) In the event You breach any term or condition established by Us (here or in any other document accepted by You) and You fail to remedy such breach within two (2) days of the date of notice from Us;
b) If no new End User Content is uploaded to the Platform for a successive period of 6 (six) months, We reserve the right to terminate the relationship;
c) In case you fail to pay any Royalties or Fees to any third parties according to section 4.1;
d) In case any outstanding balance is not paid as per Section 6;
e) If You become the subject of any proceeding related to your liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days;
f) If You and/or End User Content infringe our Intellectual Property Rights.
g) In case you commit any unlawful activity using the Platform or the Service.
h) If at any time during this Agreement, Client is involved in any situation or occurrence which embarrasses, offends, insults or denigrates SonoSuite employees or any of its business partners.

7.4 In all cases, all costs due for any Service provided by Us until the termination date, must be duly paid by You. No refunds or credits will be provided to You if You elect to terminate the Service prior to the end of any subscription cycle.

7.5 Upon the termination of the Service we may permanently delete all files and information stored in your account and hosted by Us, including the End User Content, with the exception of any archival copies maintained in accordance with standard business practices and/or applicable Law, rule or regulation.

7.6 We will not be liable to You for damages of any kind because of the termination of our relationship in accordance with these Terms of Service. Our respective rights and obligations contained in sections that by their nature are intended to survive, will survive the termination of this relationship.

7.7 Regardless of the termination of the Service, You and We agree to maintain in force those contracts signed by Us with third parties before receiving the notification of termination in the event the contracts with such third parties would be still in force.


  1. Intellectual Property Rights

8.1 Nothing contained herein shall be construed as granting or conferring any property rights in the Platform or any part thereof to You; therefore, We are not granting You by means of these Terms of Service, the right to exploit our Intellectual Property Rights (including but not limited to copyright, patent, trademarks, registered marks, trade secrets and confidential and proprietary information relating thereto). All these rights are expressly reserved by Us and, as a consequence, We will retain all ownership rights to the Platform, our brands, technology, etc., together with any complete or partial copies thereof.

8.2 Services and Platform Licensing. The Services and Platform are provided and licensed to You during the term of this Agreement, for the entire world, on a non-exclusive basis, and solely for the purpose of offering to End Users digital music supply chain services to DSP. This license is provided with the limitations established in section 15.

8.3. Marks, trade names or logos. Each party grants to the other a non-exclusive, non-transferable, limited license to use its trademark, trade names and/or logos, and any other rights, but solely to carry out its obligations under these Terms of Services or for sales and marketing purposes. Both parties agree to comply with any usage guidelines provided by the other in respect of the use of third parties’ marks, trade names or logos.


  1. Fraud

9.1 We work very hard and invest extensive resources to avoid automated and fraudulent behaviors. For this reason, we have created a specific Anti Fraud Policy, which is available to You and all end users in the ‘Legal’ section of their account. When you accept these Terms of Service, you are binded to our Anti Fraud Policy and, therefore, You acknowledge and accept that, among other commitments, You will not, and will not authorize any End User/third party to, directly or indirectly, generate automated, fraudulent, or otherwise invalid playback actions, especially in DSP, with the consequences described in Sections 5 and 7 above. Additionally, You undertake to make this Anti Fraud Policy yours and, as a consequence, implement it in your own Services and require all End Users to accept and comply with this Policy.


  1. Quality Control

10.1 We have the obligation to all DSP to guarantee the quality of the End User content that is provided to the DSP, therefore we apply a strict quality control to this content to ensure that it complies with the specifications and recommendations required by said DSP.

10.2 In accordance with Section ‘4. Obligations’, You and your End Users are required to comply with the Content Style Guide and other obligations indicated. Therefore, you are responsible for informing and ensuring that the content uploaded by the end user to the Platform has the highest possible quality and is free of any errors and irregularities in terms of ownership, trademark and copyright.

10.3 The deadlines to review the End-User content before it is distributed to the DSP vary depending on the quality of the provided End User content. This variation depends on the quality of the content provided by End Users.


  1. Sunset Protocol

11.1 The termination of our contractual relationship in accordance with section 7 will have as a consequence the termination of the Service and closure of your Administrator Account(s) and all related End User Accounts. For this situation, we have created a specific Sunset Protocol, which will be made available to you upon notification of termination of our contractual relationship. When you accept these Terms of Service, you also acknowledge and accept this Sunset Protocol will be activated upon termination of our contractual relationship and, therefore, You accept that, in such case, among others the obligations specified hereunder exist.

11.2 For shutting down the service as a consequence of the termination of our contractual relationship a 90-day Sunset Protocol applies which includes the following steps:

  1. End-User notification and End-User Content Takedown. Within 24 hours after the termination of our contractual relationship, you shall inform your End Users the Service made available to them under your designated subdomain will be shut down within a 3 months timeframe and their content will be taken down automatically on all DSP within 30 days of the notification. You are obliged to send a copy of this End-User notification notice to [email protected] at the same time this notification is sent to your End-Users.

    In case End Users want to takedown content immediately within this 30 day period, they can do so, using the “Takedown from all channels” button in the Tab ‘6. Distribution’ section in the Platform  in each album.

In case You wish to migrate your Catalog upon the final Takedown, You can do it using our Catalog Export Service.

After a 30 days period, the End Users content will be taken down automatically on all DSP, or, after mutual agreement, migrate to a designated partner of SonoSuite.

  1. Distribution Block. The distribution channels available in the ‘Distribution’ section of the Platform in your Administrator Account(s) and all related End User Accounts will be disabled immediately after the termination of our contractual relationship, so new content can not be sent to the DSP.
  2. Sunset Access period. End Users will be able to access the Platform to see their sales data and claim royalties for 90 additional days after the End-User notification, due to delays in royalties processing on the DSP ́ end.
  3. Shutdown. 90 Days after the End-User notification, the Service will be terminated, access will be closed to your Administrator Account(s) and all related End User Accounts and the last royalty payment of any remaining Royalties that are due, will be made to You. 

11.3 The Sunset Protocol can be provided to you at any moment during the Term of this Agreement upon your Request.


  1. No Refund Policy

You agree upon the acceptance of this Agreement that we have a no refund policy on all services and products we offer.


  1. Privacy

Our data protection policy is described in the Privacy Policy. The Privacy Policy is part of our relationship and, therefore, when you accept these Terms of Service, you are also acknowledging and accepting our Privacy Policy, which is available to You and all end users in the ‘Legal’ section of their account.


  1. Service Level

14.2. Service Limitation. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. While We designed the Platform and the Service to provide a secure system, no security systems are fail-safe or immune from unauthorized intrusion; thus, You acknowledge and represent that such contingencies may occur, that You have evaluated this and accept such limitations. As a consequence, We shall not be responsible for any delays, failures, or other damage resulting from such problems and the Limited Warranty does not apply to the foregoing.

14.3. Incidences. Our technical staff receives automatic alerts from the Platform in case any incidents occur outside office hours. Recovery procedures will be executed as soon as incidences are detected.

14.4. Maintenance. You will be informed of maintenance activities in case these activities may temporarily disrupt the service.

14.5. Upgrades. We reserve the right to regularly perform upgrades on the Platform. Existing features may be changed and new features may be added during these upgrades.

14.6 Technical assistance is available to You through the knowledgebase at http://support.sonosuite.com and via E-mail: [email protected]. Questions can also be logged on our online support community http://support.sonosuite.com, in which case online feedback from one of our support staff members will be provided.


  1. Warranty. Limitation of Liability

15.1 We cannot warrant to You that the Platform and the Service will meet your requirements or the requirements of the End Users, except as expressly provided in these Terms of Service. We disclaim all other warranties, express or implied, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. The Platform cannot be tested in every possible operating environment, therefore We do not warrant that the functions contained in the Platform will meet your requirements and of the End Users, that operation of the Platform will be uninterrupted, or that the Platform is error free. Except as set forth herein and to the extent permitted by Law, all other warranties, expressed or implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, quality and fitness for a particular purpose are excluded on the part of Us. Neither Us nor any of our third-party suppliers or partners shall be liable for any injury, loss or damage, whether indirect, special, incidental or consequential nor for any lost profits, contracts, loss of data or programs, the cost of recovering such data, or incorrect, defective or faulty performance of End User Content.

15.2 You will assume all liability and defend, indemnify, and hold Us and any party harmless for the use of the Platform and the Service.

15.3 Our liability under or in connection with the Platform and the Service (including damages) whether arising from negligence, breach of contract or otherwise shall be limited to the value of the fees paid by You to Us during the 12 months prior to the claim.

15.4 We shall not be liable for any loss of, whether arising directly or indirectly, (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) revenue, (f) anticipated savings, (g) business or opportunity or (h) any other like pure economic loss; nor any special, indirect, consequential or incidental losses or damages of any kind or nature whatsoever regardless of whether in each case arising from breach of contract, warranty, tort, strict liability, negligence or otherwise, even if advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.

15.5 We respect the rights of others (including copyright, image and personality rights, etc.) and expect our Clients to do the same. In compliance with the European Directive on Liability of Internet Service Providers, we will respond expeditiously to remove or disable access to material uploaded by users of the Platform and/or the Service that is claimed to infringe third parties’ rights.


  1. Miscellaneous

16.1 Non-assignment: You may not assign your account or any interest therein to any third party (including companies of your same group), without our express prior written consent.

16.2 Severability: If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.

16.3 Notifications: Any notice that You or Us need to effectuate in connection with the development and performance of these Terms of Service shall be, whichever their object, by email at the addresses listed on your account on the Platform and, to Us, to any of the following means:

SonoSuite S.L.,

Calle Trafalgar 10 Principal 1o 

08010 Barcelona (Spain) 

Telephone: +34 931 747 666 

Email: [email protected]

16.4 Amendments: We may amend these Terms of Service, the Anti-Fraud Policy, the Privacy Policy or any other legal document from time to time, in which case the new terms will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and your continued use of the Service and/or the Platform following the effective date of any such amendment may be relied upon by Us as your consent to any such amendment. Our failure to enforce at any time any provision of these Terms of Service, the Anti-Fraud Policy or any other legal document does not constitute a waiver of that provision or of any other provision of our terms.

16.5 Confidentiality: In the event We provide any kind of information to you (including but not limited to statistics of the Platform, performance KPIs, marketing material, etc.) You agree to treat such information as confidential and in no event shall be utilized (for its benefits or for third parties), disclosed, transmitted to third parties or made public in any way by You without our prior written agreement.

16.6 Law and Jurisdiction: Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Barcelona (Spain). The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the Law of Spain.