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Summary of Material Terms

Here is a summary of the material terms in the Artist Terms and Conditions set forth below. This summary is provided solely for your convenience and is not intended to be inclusive of all of the terms and conditions set forth in the Artist Terms and Conditions. This summary is not binding on you or us, and no agreement shall be formed unless and until you click the “agree” button following the Artist Terms and Conditions.

  • You will submit to us at least four (4) songs that you will perform upon customers’ requests, subject to us clearing music publishing rights for each song.
  • You will deliver videos that include (i) a quick greeting/message to the recipient based on the customer’s written requests, and (ii) your performance of a song excerpt (such excerpt not to exceed ninety (90) consecutive seconds). The song excerpt will be guided by customers’ requests.
  • You will deliver each video to us within seven (7) days upon receiving the request.
  • We will deliver the videos to the purchasing customers and any other designated recipients via permanent download and/or streaming links following receipt and approval of the videos.  Customers and any other designated recipients will be able to view and share the videos publicly, including to social media (e.g., Facebook, Instagram, YouTube, TikTok, etc.).
  • You will determine the retail price of each video in collaboration with us.
  • You will make one (1) social media post per quarter on your artist social media pages (e.g., Facebook, Instagram, TikTok, Twitter, etc.) directing fans to your page on our platform.
  • You will not use any non-cleared materials (e.g., tracks that you do not own) in videos, nor use any language, materials, gestures or communication that could be deemed offensive or legally problematic.
  • You agree and warrant that you are not subject to any exclusive recording agreement or other arrangement that would prevent you from recording the videos or prevent us from selling the videos to customers, and no waiver, consent or approval from any record label, record distributor, production company or similar third party will be required for us to engage in the activities further described in the Artist Terms and Conditions.

 

Artist Terms and Conditions

Overview: These Artist Terms and Conditions (this “Agreement”) governs your participation in connection with the music-focused, personalized video message marketplace that is offered by Serenade Music, Inc. d/b/a “HiNote” (“we”, “us”, etc.) and is made available via our related website(s) and/or software application(s) (collectively, the “Platform”). In short, on the Platform, customers are able to purchase permanent access to personalized videos created by performing artists such as you, with each video to include the performance of a short excerpt of a musical composition (usually, around the length of a verse and a chorus), as well as a personalized message to the customer and/or the customer’s designated recipient(s), as further described below (each such video, a “Platform Video”). The term “You” refers to you as an artist participating in and providing services in connection with the Platform. 

  • Registration: In order to participate in Platform services, you must register with us. In registering with us and clicking the “agree” button below, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your account and your use of the Platform. You agree not to create a Platform account using a false identity or providing false information, on behalf of another person, or if you have previously been removed or banned from the Platform. You are responsible for maintaining the confidentiality of your Platform account information. You are responsible for all activities that occur on or in connection with your Platform account and you agree to notify us immediately of any unauthorized access or use of your Platform account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Platform account. 

If you are a member of a band/group, you may register with us on behalf of your entire band/group. However, if you register your band/group with us, you represent and warrant that (i) you have the full power, right and authority to bind your band/group to this Agreement, (ii) all of your fellow band/group members are familiar with the terms, covenants and conditions of this Agreement and agree to be bound by the terms in this Agreement, and (iii) you have the right to grant to us all rights granted under this Agreement on behalf of yourself and your band/group.

  • Songs: Upon completion of the registration process, you agree to submit to us at least four (4) musical compositions (each, a “Song”) that you will agree to perform in connection with Platform Videos, upon request, for customers and/or their designated recipient(s). Each Song should be a Song that the public associates with you – i.e., a Song written by you or recorded by you and released to the general public. If you are neither the writer of the Song or the recording artist that previously recorded and released a full-length version of the Song to the general public (i.e., you are intending to record a “cover” of a Song), please indicate this fact to us, because the terms of our music licenses may impact your ability to record that Song as part of Platform Videos. Each Song will be subject to our prior written approval, as well as us obtaining all applicable musical composition rights for such Song. We will provide written notice to you if a Song is not cleared or approved. If we are not able to clear and approve a Song(s) for use in connection with the Platform and you do not already have four (4) cleared and approved Songs listed on your Platform account, you will submit one or more additional Song(s) until you meet the four (4) Song threshold. 
  • Platform Videos: From time to time, a customer may request one (1) or more Platform Videos embodying one of your Songs through the Platform. While we hope that you will fulfill each request as soon as possible upon receipt of it, you may have up to seven (7) days upon receiving the initial request to complete and deliver the Platform Video to us. If, within the aforementioned time frame, you do not either: (i) accept the request and deliver the Platform Video to us; or (ii) decline the request, the request will expire and you may no longer be permitted to fulfill such request. You may decline a request or otherwise refuse, in your discretion, to create a Platform Video if a customer’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and deliver to us a Platform Video in accordance with this Agreement. We retain the right, in our sole discretion, to cancel any request from a customer. No payment will be made to you for any declined, cancelled, unfulfilled or improperly fulfilled Platform Video request.

Each Platform Video will be comprised of (i) a quick greeting/message by you to the recipient based on the customer’s written requests, and (ii) your performance of a Song excerpt (such excerpt to be no more than ninety (90) consecutive seconds). The Song excerpt that you use in a Platform Video will be guided by a customer’s reasonable request. Further, you may be requested by the customer to make non-material variations to the Song excerpt (e.g., changing the lyrics to include the customer’s or a friend’s or family member’s name, etc.), and you agree to consider such requests in good faith and to try to accommodate them when reasonable and appropriate.  Your responses to each customer’s requests and the specific content of each Platform Video are your responsibility and at your discretion, subject to this Agreement; however, customers are usually happiest when at least the majority of their request is followed by each artist. 

Upon your delivery to us of the complete Platform Video, our quality control team will inspect the Platform Video to ensure that it meets our quality standards, is materially in accordance with the customer’s requests, and is not offensive, defamatory, disparaging, harassing or illegal (collectively, “Satisfactory”).  In the event that our quality control team deems such Platform Video to not be Satisfactory, you agree to edit or re-record the Platform Video to ensure that it is Satisfactory and deliver the same to us within a reasonable time period to be established by us. In the event that you do not timely edit or re-record such Platform Video accordingly and redeliver to us a Satisfactory Platform Video during such time period, you will forfeit all payment in connection with such Platform Video. 

Once our quality control team deems your Platform Video to be Satisfactory, we will deliver the Platform Video to the applicable customer and any other designated recipient(s) via permanent download link(s) and/or streaming link(s). The customer and any other designated recipient(s) will be able to view the Platform Video and share such Platform Videos publicly on social media platforms (e.g., Facebook, Instagram, YouTube, TikTok, etc.).

You represent and warrant that: (i) subject to the Publishing Clearances set forth in Section 8 below, your Platform Video(s) does not and will not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, contractual or other rights of any third party, or violate any law, regulation, or court order; (ii) you will not use any “uncleared” materials in your Platform Video(s) (e.g., backing master tracks that you do not own the rights to); (iii) your Platform Video(s) will not include any offensive, indecent, objectionable, illegal, or harassing content (e.g., language, materials, gestures); and (iv) unless we send you written approval otherwise, you will not otherwise post or make publicly available any Platform Video.

  • Payment: You and we will collaborate to determine the retail price of each Platform Video, with you having final approval over such price; provided, however, that you acknowledge and agree that the retail price for each Platform Video must be at least $40 USD. 

In connection with each Platform Video transaction, we will pay you fifty percent (50%) of Gross Sales Receipts (as defined below) for such transaction, net of any returns, refunds or rebates. Notwithstanding anything to the foregoing and for clarity, payment to you for each Platform Video will be subject to your delivery to us of a Platform Video that is approved by our quality control team as Satisfactory.  For purposes of this Agreement, “Gross Sales Receipts” means, for a given Platform Video transaction, the retail price paid by the customer in exchange for access to the applicable Platform Video, less any and all sales, use, excise, purchase, value added or other applicable taxes.

We will make payments to you of your share of Gross Sales Receipts on a calendar monthly basis.  In order for us to promptly pay you each month, you will need to register with Payments Hub, the third-party payment provider selected by us, at this link. You acknowledge that we can change to a new payment provider at any time in its sole discretion upon written notice to you, and if you desire to continue receiving payments for new Platform Videos after any such change you will need to register with our new designated payment provider at that time.  You may not use a payment provider other than the provider selected by us. You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from us will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. We will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to register or provide such information to the payment provider. You acknowledge and agree that we do not operate, own, or control the payment provider, and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure event, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. We will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by us. Unless otherwise agreed by us in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in this Agreement, if we, in our sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with the Platform, we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.

Payments via Payments Hub (or any other payment provider that we choose to use) will be in U.S. dollars unless Payments Hub permits you to choose another currency and you do so.

You represent and warrant that: (i) Platform Videos are not, and are not intended to be, covered by any guild, union, collective bargaining or similar agreement and there will be no residuals, fringe payments, contributions or any other type of payment due to any union, guild or similar organization, or due to you or any third party arising from any guild, union, collective bargaining or similar agreement, in each instance in connection with any Platform Video or your services; (ii) we are not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with the Platform; and (iii) we are not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or for any withholding or income taxes.

  • Platform Video Intellectual Property: As between you and us, you will retain ownership of the Platform Video(s) that you create (other than the underlying Song(s) embodied in the Platform Video(s), which will remain owned and controlled by the applicable songwriter(s), music publisher(s) or other musical composition rightholder(s)).  However, notwithstanding the foregoing or anything to the contrary herein, you acknowledge and agree that you will only use a Platform Video as expressly set forth in this Agreement, and unless we send you written approval otherwise, you will not post or make publicly available any Platform Video other than delivering it to us via the Platform.   

When you upload, deliver, submit, store or transmit your Platform Video to or through our Platform or otherwise interact with our Platform in regards to any Platform Video, you grant to us a royalty-free, fully paid, unlimited, worldwide, sublicensable, perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, exhibit, transmit, communicate to the public, make available and otherwise use your Platform Video for the purposes of providing our Platform and facilitating Platform Video customer transactions.  This license includes a grant of all rights necessary, throughout the world, to deliver and otherwise make each Platform Video available to customers (and/or their other designated recipients) and to facilitate the sharing of such Platform Video to social media channels and other platforms and properties, and to make available and use Platform Videos and/or excerpts therefrom for Promotional Purposes.  As used herein, the term “Promotional Purposes” means any and all initiatives, uses and efforts to advertise, market, and promote our Platform and related products and services, including to educate potential customers regarding the Platform and otherwise advertise, market and promote the Platform and the opportunity to purchase Platform Videos via the Platform, including in and through the Platform, social media channel(s), public relations initiatives (e.g., servicing to media outlets, in-show integrations, etc.), and industrial and/or promotional venues and events (e.g., trade shows, conventions, sales and/or marketing meetings, etc.).  You agree that each Platform Video may, in our sole discretion, be used, including performed, distributed and/or displayed, in connection with any other elements, materials, copyrights, names, likenesses or copyrighted materials. 

For each Platform Video, you grant to the customer (and any other recipient(s) that the customer or we designate) a royalty-free, fully paid, unlimited, worldwide, sublicensable, perpetual, and irrevocable license to reproduce, distribute, publicly perform, publicly display, exhibit, transmit, communicate to the public, make available and otherwise use the Platform Video, in each case, in accordance with our User Terms of Service, which is available for review on the Platform.

You acknowledge and agree that we cannot restrict the use of Platform Videos by customers (or other recipients) for whom they have been created or by any third party (including social media channels) with whom the Platform Videos have been shared, and we have no obligation to remove, or cause or pursue any removal of, Platform Videos (or any use thereof) from any third-party website, platform, property or service.  However, to the extent that we in our sole discretion elect to seek removal of a Platform Video (or any content thereof) from any third-party website, platform, property or service, you authorize us to act as your agent in order to submit any take-down request or other demand with respect to your Platform Videos. 

Please note that the licenses in this Section 5 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of the Platform Videos by us, by customers (and/or other recipients) or any other third parties, other than the payment set forth in Section 4 above. 

  • Platform Intellectual Property: Other than the Platform Videos, we own (and you acknowledge that we own) all right, title, and interest in and to: (i) the Platform and all related intellectual property, including the “look and feel” of the Platform and all software, ideas, processes, data, text, media, and other content available on our Platform (individually and collectively, “Company Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Platform, Company Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of Company Content or use the Marks without our prior express written consent.

We desire to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to the Platform, any Company Content or our business (individually and collectively, “Feedback”), you acknowledge and agree that such Feedback (excluding the Platform Videos themselves and the Songs embodied therein) will be or was created as a “work-made-for-hire” for us. Further, you represent, warrant and agree that we will be considered, forever and for all purposes throughout the universe, the author thereof and the sole copyright owner thereof (and all renewals and extensions thereof) and the owner of all rights therein and of all proceeds derived therefrom and in connection therewith.  If and to the extent that the foregoing provisions do not operate to vest fully and effectively in us all or any of such rights, you irrevocably and unconditionally grant and assign to us all rights of every kind and nature whether now or hereafter known or created which may not have so vested (and so far as may be appropriate by way of immediate assignment of future copyright) throughout the universe in perpetuity and in all languages. You hereby irrevocably waive all so-called “moral rights” or “droit moral” rights and any similar or analogous rights under the applicable laws of any country of the world.  However, for clarity, the foregoing ownership and assignment to us does not pertain to the Platform Videos themselves or the Songs embodied therein, which will each remain owned by you or the applicable other party(ies) owning and/or controlling rights in such materials, as applicable, subject to the rights granted to us.

  • Advertising & Marketing: Upon registering with the Platform, and at no cost to us, you will provide us (i) your preferred artist name, and if you are or were a member of a band/group and your fellow band/group members (or former members, as applicable) have given approval for you to reference such band/group name (e.g., “Artist, a member of [Band/Group Name]” or “Artist, formerly a member of [Band/Group Name]”), the name of your current or former band/group; and (ii) a reasonable number of high resolution images of yourself that are approved for our use for the purposes set forth in this Section 7 (all of the items in clauses (i) and (ii), collectively, the “Approved Name and Likeness Materials”).  During the term of this Agreement (and for a reasonable period thereafter to wind-down any uses that commenced during the term of this Agreement), we may use the Approved Name and Likeness Materials for Promotional Purposes, including in marketing and promotional materials for customer acquisition on Platform-affiliated social media channels (including sponsored and boosted posts) and in digital paid media, and you grant us all rights necessary to do so on a worldwide basis.  You represent and warrant that (A) you own all rights in and to the Approved Name and Likeness Materials; and (B) we have the rights to use the Approved Name and Likeness Materials in the manner described in this Agreement.  For the avoidance of doubt, you agree that we may display advertising with or in connection with your Approved Name and Likeness Materials, and we have no obligation to you in connection with any advertising displayed on or in connection with our Platform (including no obligation to share any revenue received by us as a result of any such advertising).

Each calendar quarter during the term of this Agreement with us, you agree to use your best efforts to make one (1) social media post on your artist social media pages (e.g., Facebook, Instagram, TikTok, Twitter, etc.) directing your fans (i.e., potential Platform Video customers) to your Platform page. We will provide recommended language for you to use for such post.  In the event that we request for you to take-down any Platform-related social media post, you agree to do so promptly after our request.

  • Musical Composition Licenses: As between us and you, we will be responsible for securing all musical composition licenses required for the use of Songs in and in connection with Platform Videos (the “Musical Composition Licenses”), at our sole expense. If reasonably requested by us, you agree to use good faith efforts to assist us with this licensing process, including providing names and contact information for songwriters and music publishers who may need to be contacted to license the Songs, to the extent you have that information.
  • Representations and Warranties: You represent and warrant that: (i) you have the full right, power, and authority to enter into this Agreement and to perform all acts required of you under this Agreement; (ii) except as otherwise set forth in this Agreement, you do and will own and control all rights in and to your Platform Videos and Approved Name and Likeness Materials; (iii) you have paid and will pay in full any and all fees, royalties or other payments that are due or may become due to any third party that may contribute to the creation of any Platform Video (including any camera operator, recording engineer or other personnel) or that may arise from any use of the Approved Name and Likeness Materials; (iv) once you click “accept” below, this Agreement will constitute a legal, valid and binding obligation of you and will be enforceable against you; (v) your entering into this Agreement and your provision of services and grant of rights under this Agreement does not and will not violate any agreement or other arrangement that you may have with a third party (e.g., the terms of any recording agreement that you may currently be a party to or that you may have been a party to in the past), and no agreement or other arrangement will prevent you from recording the Platform Videos or prevent us from selling access to your Platform Videos to customers as described herein; (vi) without limiting the foregoing, no waiver, consent or approval from any record label, record distributor, production company or any other third party will be required for you and us to engage in the activities described herein; and (vii) except as otherwise permitted herein, you will not contact, respond to, or communicate with any customer that you meet on or through Platform, as we will deliver the applicable Platform Video to such customer.
  • Infringement: If we determine that you are a repeat infringer, we may terminate your access to the Platform, remove or ban you (and any Platform account you created or control), and take other appropriate action in our sole discretion.
  • Privacy: Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using the Platform, you agree to our Privacy Policy, which is available for review on the Platform.  
  • Business Relationship with Us: Your relationship with us and the Platform is non-exclusive, meaning that you may provide similar services to third parties, including our competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under this Agreement.

You and we agree and declare that you and we are in a direct business relationship, and the relationship between the parties, including this Agreement, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of us, and will not represent yourself as such. As an independent contractor using our platform to provide services to customers, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under this Agreement and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept or decline any customer request. Except as otherwise expressly set forth herein, we have no right to, and will not, control the manner or determine the method of accomplishing your performance.

You represent and warrant that as between us and you, you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation in connection with the Platform under this Agreement.

You acknowledge that we are not responsible for providing you with any equipment, personnel, facilities or other materials to create the Platform Videos, and you will be solely responsible for securing all of the same.

You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your services under this Agreement.

  • Changes to the Platform: You acknowledge and agree that we may change or discontinue any aspect of our Platform at any time, in our sole discretion, without notice to you.
  • Termination: This Agreement may be terminated at any time by either party; provided, however, that in the case you want to terminate this Agreement and no longer wants to maintain an active Platform account, you must provide us with thirty (30) days’ notice before such termination is effective. You must fulfill any pending Platform Video requests (i.e., Platform Video requests that you have otherwise accepted) before such termination is effective.
  • Indemnification: You agree to indemnify, defend and hold harmless us and our officers, employees, agents, and licensors (each, a “Company Party” and collectively, the “Company Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to your breach of this Agreement (or any term thereof) or your negligence, willful misconduct, fraud or otherwise illegal or unlawful acts or omissions. You will reasonably cooperate with us in connection with any claim.
  • Disclaimers and Limitation of Liability: You acknowledge and agree that your use of our Platform is at your own risk and that our Platform is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Company Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

In particular, the Company Parties make no representations or warranties about the accuracy or completeness of content available on or through our Platform. You acknowledge and agree that the Company Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Platform; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Platform; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Platform; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Platform.

You acknowledge and agree that any material or information downloaded or otherwise obtained through our Platform, including a customer request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Platform, including through a Platform Video, will create any warranty not expressly made by us.

You acknowledge and agree that when using our Platform, you may be exposed to content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.

To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will a Company Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with this Agreement, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not a Company Party has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under this Agreement, including from all causes of action and all theories of liability, will be limited to and will not exceed the amounts actually paid to you by us (or our third party payment provider) during the twelve (12) months preceding the claim giving rise to such liability. 

Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you.

  • Force Majeure: Under no circumstances will any Company Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, pandemic or any other event or cause beyond the reasonable control of any Company Party.
  • Choice of Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the State of California, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of California applicable to contracts entered into and performed entirely within the State of California (without giving effect to any conflict of laws rules or provisions). You agree that any action of whatever nature arising from or relating to this Agreement or our Platform will be filed only in the state or federal courts located in Los Angeles, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from this Agreement and will not affect the enforceability of any other provision.
  • No Waiver or Amendment: The failure by us to enforce any right or provision of this Agreement will not prevent us from enforcing such right or provision in the future and will not be deemed to modify this Agreement.
  • Assignment: We may, at any time, assign its rights and obligations under this Agreement, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
  • Miscellaneous: The term “including” in this Agreement will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting this Agreement.

By clicking the “I Accept” button set forth below, you acknowledge that you have read this Agreement, understand it, and agree to be bound by it.