Effective as of December 1, 2021

Please read the following terms and conditions carefully. These terms and conditions, as well as the copyright policy (the “Copyright Policy”) and the privacy policy (the “Privacy Policy”) (incorporated herein by this reference and collectively referred to as the “Social Platforms Terms of Service”), govern your access to and use of the TuneCore.in website (the “Site”), including the use of any content, information, products and/or services (the “Social Platforms Service(s)”) therein. This is a legal agreement between you and TuneCore, Inc. (“TuneCore”). TuneCore reserves the sole right at any time to modify, discontinue or terminate the Site and Social Platforms Services, or modify the Social Platforms Terms of Service without notice. It is your responsibility to check these Social Platforms Terms of Service periodically for changes. By continuing to use or access the Site and/or Social Platforms Services after TuneCore makes and posts any such modification, you agree to be legally bound by the revised Social Platforms Terms of Service. You may not alter the terms and conditions of the Social Platforms Terms of Service without TuneCore’s express written consent.

YOU UNDERSTAND THAT BY USING THE SOCIAL PLATFORM SERVICES OFFERED BY TUNECORE THROUGH THE SITE OR WITH RESPECT TO YOUR TUNECORE ACCOUNT, YOU AGREE TO BE BOUND BY THE SOCIAL PLATFORMS TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE SOCIAL PLATFORMS TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SOCIAL PLATFORMS SERVICES OFFERED BY TUNECORE.

1. GRANT OF RIGHTS.

(a) By signing up for the TuneCore Social Platforms Services, you irrevocably grant to TuneCore, throughout the world (the “Territory”) and during the Term (as defined below), the sole and exclusive right to be the administrator of the Recordings (as defined in Section 3 below) submitted hereunder by you, solely through the following distribution and/or social media platforms (collectively, the “Social Platforms”), as each may be selected and approved by you: (I) Facebook and the Facebook properties, meaning Facebook, Messenger (including as integrated (partially or wholly) with other Facebook messaging services other than WhatsApp), Instagram, Portal, and Oculus, and all properties owned and/or operated by Facebook or its affiliates that are integrated with the foregoing (by way of example, Lasso, IGTV, SparkAR, MicDrop, Gaming), including in each case, all features and functionality thereof (including live streaming functionality), and all players, pages, tools and APIs, in each case, owned and controlled by Facebook or its affiliates, and including in each case, successor and derivative versions (the “Facebook Platforms”), (II) TikTok and all properties owned and/or operated by TikTok or its affiliates, and (III) YouTube, including all mirror and/or derivative sites and all replacement, successor and/or international versions thereof (the “YouTube Platforms”), including, but not limited to, YouTube Music, the YouTube video player and YouTube websites, applications (e.g., YouTube main app, YouTube Music app), APIs, embeds, products and services, and any of the foregoing that are made available for syndication as well as TuneCore’s YouTube sound recording monetization and revenue collection service (“YouTube Monetization”) as further described in Section 7 below.

(b) Without limiting the foregoing, the rights granted by you to TuneCore herein include, but are not limited to, the right:

i. To use (and to license for use), copy, reproduce, communicate to the public, distribute and otherwise exploit the Recordings through the Social Platforms, including but not limited to, in timed relation with videos (including live stream videos), and to authorize the creation, use and exploitation of so-called “user generated content” embodying your Recordings;

ii. In connection with all uses permitted hereunder, to reproduce, the titles, the name(s) of featured artists, photographs and likenesses and cover artwork associated with the Recordings, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and TuneCore’s general business;

iii. To collect all income derived from any uses of the Recordings permitted herein;

iv. To prosecute, defend and settle claims regarding the exploitation of the Recordings on all Social Platforms; and

v. To enter into agreements with or assign or license any of TuneCore’s rights and/or delegate any of its obligations under this agreement to third party licensees on such terms as may be acceptable to TuneCore.

(c) TuneCore reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever and shall be under no obligation to provide notification of such refusal.

(d) While you have the rights to sell your music on any platform, consumer store and/or via your own website, the rights grants by you to TuneCore under this Social Platforms Service are exclusive with respect to TuneCore serving as your authorized representative for distributing your Recordings to the Social Platforms listed above in Section 1(a) as each may be selected and approved by you.

2. TERM.
The term of this agreement will commence on the date that you click the “I Accept” button and will continue unless and until terminated by either you or TuneCore (“Term”).

3. RECORDINGS.

The term “Recordings” shall be defined as the sound recordings (and audiovisual recordings, if applicable) together with any accompanying artwork, metadata and/or any other materials submitted by you to TuneCore at any time as part of the Social Platforms Service. TuneCore, in its sole discretion, reserves the right to reject any materials (including, without limitation, Recordings, images and/or artwork) that you submit. You agree to submit all Recordings, images and artwork at your sole expense, in the format(s) required by TuneCore and/or the Social Platforms. Technical descriptions of such format(s) will be provided to you upon request, provided that TuneCore reserves the right to convert audio files of the Recordings as necessary to meet the format and/or file size requirements of all Social Platforms. In addition, TuneCore will have the right to correct metadata errors to meet Platform requirements. TuneCore undertakes to provide your Recordings to Social Platforms as quickly as possible, with timelines ranging from a few hours, to a few days to several weeks in order for the particular Social Platforms to ingest and make your Recordings available to customers.

4. PAYMENTS.

(a) In connection with your Recordings exploited via the Social Platforms, TuneCore will pay you eighty percent (80%) of the Net Income (as defined in Section 4(b) below) attributed to your Recordings and actually received by TuneCore from the Social Platforms for the licensed uses of your Recordings. Net Income will be posted to your TuneCore account in a timely fashion after TuneCore’s receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.

(b) “Net Income” shall be defined as TuneCore’s actual receipts from Social Platforms less any tax, fee or other charge related to the use of your Recordings, if applicable. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.

(c) To the extent that you owe any amounts to TuneCore as a consequence of the Social Platform Terms of Service or otherwise, TuneCore shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.

(d) The Net Income posted to your TuneCore account will be pooled in an interest-bearing bank account with the Net Income of other TuneCore customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Net Income that TuneCore handles as your agent and places in such pooled accounts. In consideration for your use of the Social Platforms Services, you irrevocably transfer and assign to TuneCore any ownership right that you may have in any interest that may accrue on Net Income held in such pooled account. In addition to or instead of earning interest on such pooled account, TuneCore may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.

5. STREAMING FRAUD.

(a) You agree that you will not use the Site or Social Platforms Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that TuneCore may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to TuneCore in the event that TuneCore receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.

(b) You agree not to engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in TuneCore’s sole discretion, constitute Streaming Manipulation.

i. “Streaming Manipulation” means any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Social Platforms Services and/or any Platform, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of Recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes.

ii. You should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings is a violation of these Social Platforms Terms of Service.

iii. The factors used to determine whether any particular consumption or marketing activity is Streaming Manipulation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Manipulation set forth herein are not intended to be exhaustive.

iv. Certain Social Platforms that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you hereunder.

(c) In the event that TuneCore has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Social Platforms Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (collectively, “Improper Conduct”), TuneCore reserves the right to: (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of TuneCore is obtained, and (iii) remove any or all of your Recordings from any or all Social Platforms. You further agree that such revenues will be forfeited by you if TuneCore determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.

(d) You further agree to the following:

i. You agree to provide TuneCore with any information reasonably requested by TuneCore as part of its investigation into Improper Conduct.

ii. You agree that if a Platform notifies TuneCore that any of your Recordings have generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as sufficient evidence for TuneCore to determine, in its good faith discretion, that such revenues or plays are the result of Improper Conduct.

iii. Upon TuneCore’s determination that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct, you agree that all revenue in your account that has been frozen by TuneCore is forfeited, regardless of whether it was generated from any specific Recording(s) or Platform.

iv. You agree that TuneCore’s good faith determination of Improper Conduct can be based on streaming or other activity that is the same or similar to cases that the TuneCore has previously determined involved Improper Conduct.

v. The payment of revenues to you by TuneCore does not constitute TuneCore’s acknowledgement that such revenues were not the result of Improper Conduct.

vi. TuneCore has no duty to investigate Improper Conduct unless and until it freezes revenues in your account.

vii. If TuneCore determines that revenues generated to your account are the result of Improper Conduct, and such revenues have already been paid out to you, you agree to return such revenues to TuneCore.

viii. You agree that you will not be entitled to reimbursement for any fees paid by you to TuneCore in the event TuneCore disables access to your account, your Recordings and/or any other materials you provide to TuneCore, or to any revenues forfeited by you as set forth in the preceding sentence.

ix. To the extent that TuneCore, in its good faith discretion, determines that any Improper Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by TuneCore (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by TuneCore from any monies otherwise payable to you.

x. If in TuneCore’s reasonable business judgment it elects to engage an attorney to review potential Improper Conduct or review and/or respond to any third-party allegation of Improper Conduct by you or associated with your account or Recordings, TuneCore shall, in its sole discretion, have the right to deduct from your account the cost of such engagement, but at a minimum Three Hundred Dollars ($300), to offset the costs of associated legal fees and expenses.

(e) TuneCore shall have the right, but not the obligation, to review and/or monitor any activity and content uploaded by you. TuneCore may investigate any complaints or any reported violation of its policies and may take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials you may have uploaded. You agree that TuneCore reserves the right and may terminate your account in its sole discretion for any reason and at any time, including if, in TuneCore’s good faith discretion, you are believed to have engaged in Improper Conduct.

ADDITIONAL FACEBOOK PLATFORMS TERMS

In the event that you opt to distribute Recordings to Facebook Platforms as part of the Social Platforms Service, the additional terms set forth in this Section 6 shall apply:
(a) To the extent that you are author of, or own any rights in any musical composition(s) and/or lyrics embodied in any Recordings that you submit to TuneCore at any time for distribution via the Facebook Platforms as part of the Social Platforms Service, you shall, as part of the Social Platforms Terms of Service sign-up process:

i. represent and warrant to TuneCore that all relevant rights in such musical composition(s) and/or lyrics that are necessary for Facebook Platforms to make use of such Recordings for the purposes set forth in these Social Platforms Terms of Service are controlled in their entirety by one or more established, reputable music publishing company(ies) and/or by one or more internationally accepted collective management organizations;

ii. if at the relevant time that you submit your Recordings to TuneCore you are not a party to a songwriter agreement with an established, reputable music publisher, and/or a member of an internationally accepted collective management organization anywhere in the world (as evidenced by your ability or otherwise to give the representation and warranty in Section 6(a)(i.)(A) above), you have the ability to sign-up to TuneCore Publishing Administration Services as a customer of TuneCore with respect to the administration of your rights in such musical composition(s) and/or lyrics.
(b) TuneCore will deliver your Recordings to Facebook Platforms solely to the extent that you have given representations and warranties pursuant to Section 6(a)(i.)(A) above. Without prejudice to TuneCore’s rights and remedies under these Social Platforms Terms of Service, if the representations and warranties you gave as part of the Social Platforms Service sign-up process are inaccurate, (i) TuneCore may immediately remove, may request Facebook to immediately remove, or may be requested by Facebook to immediately remove, the applicable Recordings from the Facebook Platforms; (ii) and to the extent you owe any amount to TuneCore as a consequence, TuneCore shall have the right to deduct all or portion of such amounts from any Net Income otherwise payable to you.

(c) You agree that (i) you shall not, directly or through an agent or third party, sue Facebook or its affiliates, or its or their respective directors, officers or employees (collectively, “Facebook Entities”) during or after the Term, in respect of any use of Recordings submitted hereunder by you for distribution via the Facebook Platforms as part of the Social Platforms Service, artwork and/or any other content owner or controlled by you on the Facebook Platforms during the Term (including any use of such Recordings by end-users of the Facebook Platforms) provided such use is not the result of a breach hereof and, (ii) you irrevocably and unconditionally release, acquit and forever discharge Facebook and all Facebook Entities, from any and all liability, claims, actions, suits and demands whatsoever throughout the world, whether known or unknown, you may have, or believe you have, against Facebook and/or its affiliates arising out of, or related to, any and all actual or alleged unauthorized use of any Recordings submitted hereunder by you for distribution via the Facebook Platforms on any Facebook Platforms by any of the Facebook Entities or by any end-user of the Facebook Platforms, at any time prior to the date on which your Recording is first delivered by TuneCore to the Facebook Platforms, related to or in connection with user videos uploaded to, hosted on or streamed via the Facebook Platforms (no such claims, or liability for any such claims being admitted by Facebook).

ADDITIONAL YOUTUBE SOUND RECORDING REVENUE COLLECTION SERVICE TERMS
In the event that you opt in to YouTube Monetization as part of the Social Platforms Service, the additional terms set forth in this Section 7 shall apply:

(a) In order to opt a Recording into YouTube Monetization, such Recording must also be opted into all other YouTube Platforms.

(b) By opting into YouTube Monetization, you understand and agree that your Recordings may be incorporated into and distributed as part of user generated videos on the YouTube Platforms and any revenue derived therefrom may be shared with the uploader of the applicable video and any applicable rights holders therein.

(c) You can submit Recordings for YouTube Monetization that use only your own material for which you have exclusive rights and/or third-party material for which you have exclusive rights. For the sake of clarity, Recordings incorporating the following types of content are not eligible for inclusion in YouTube Monetization (each, an “Ineligible Recording”): (i) content licensed non-exclusively from a third party; (ii) content released under Creative Commons or similar free/open licenses; (iii) public domain recordings; (iv) clips or samples from other sources (including clips used under fair use principles); (v) karaoke recordings, instrumental cover versions, remasters and sound-alike recordings; (vi) sound effects, soundbeds or production loops; and (vii) content created solely for, or submitted specifically for, use in YouTube videos to manipulate YouTube’s content ID system (e.g., music used for end cards in videos). The submission of Ineligible Recordings for use in connection with YouTube Monetization may result in TuneCore disabling your access to YouTube Monetization, terminating your TuneCore account and/or deducting any funds earned in connection therewith from your TuneCore account.

(d) You warrant and represent that (i) in utilizing YouTube Monetization you will comply with all of the terms of these Social Platform Terms of Service, including the terms set forth in this Section 7; (ii) any Recordings submitted for YouTube Monetization shall use only your own material for which you have exclusive rights and/or third-party material for which you have exclusive rights; and (iii) you shall not submit any Ineligible Recording(s) for inclusion in YouTube Monetization.

THIRD PARTY OBLIGATIONS.

You shall be solely responsible for securing and paying for any licenses (as applicable) required from musical composition copyright owners or their agents in connection with TuneCore’s exploitation of rights hereunder to the extent not paid directly by the Social Platforms and/or collected by The Mechanical Licensing Collective, as well as royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes.

WARRANTIES; REPRESENTATIONS; INDEMNITIES.

(a) You warrant and represent that you are at least eighteen (18) years of age, you have the full right, power and authority to enter into this agreement and to grant to TuneCore all rights specified; all of the Recordings, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to TuneCore or relating to the Recordings are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site and/or Social Platforms shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that TuneCore shall have the right to exploit same in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder.

(b) You shall defend and indemnify TuneCore and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing representations and warranties or any of the agreements contained in these Social Platforms Terms of Service, including reasonable attorneys’ fees and expenses.

(c) TuneCore shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend TuneCore at your expense with counsel approved by TuneCore, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, TuneCore may, if it so elects, defend itself at your cost and expense and you agree that TuneCore may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made, TuneCore shall have the right, in its sole discretion, to remove or disable access to the Recordings and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to TuneCore’s prior written approval.

(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY TUNECORE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE SOCIAL PLATFORMS TERMS OF SERVICE.

OTHER AGREEMENTS.

You acknowledge that in providing the Social Platform Services and payments hereunder, TuneCore will be required to enter into certain agreements with various Social Platforms. The selection of these Social Platforms shall be within the sole discretion of TuneCore. You agree that the Social Platforms Terms of Service shall be subject to any applicable terms and conditions of such other agreements that TuneCore enters into with respect to such Social Platforms.

BAR CODES AND UNIVERSAL PRODUCT CODES.

TuneCore will provide you with free bar codes and universal product codes (“UPCs”). These are for your use only and may not be transferred or resold. If transferred or resold, TuneCore will charge you Twenty-Five Dollars ($25.00) per bar code or UPC, plus any revenue made by you from such transfer or resale. Alternatively, TuneCore may deduct such charges from any Net Income payable to you by TuneCore.

MISCELLANEOUS.

(a) The Site and Social Platform Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Social Platforms Services, including, without limitation, applicable common law, all relevant statutes, and the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Social Platforms Services:

i. Disable, hack, circumvent or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any TuneCore content or materials;

ii. Use any metadata, meta tags or other hidden text utilizing a TuneCore name, trademark, URL or product name;

iii. Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;

iv. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Social Platforms Services to send altered, deceptive or false source-identifying information;

v. Upload, submit, post, email, or otherwise transmit, via the Site or Social Platforms Services, any Recordings or other materials that are, in the sole opinion of TuneCore, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including, without limitation, any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable;

vi. Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any web pages available on the Site, servers or networks connected to the Site or the technical delivery systems of TuneCore’s providers or break any requirements, procedures, policies or regulations of networks connected to the Site;

vii. Attempt to scan, probe or test the vulnerability of any TuneCore system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Social Platform Services;

viii. Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Social Platform Services;

ix. Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by TuneCore or other generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;

x. Collect or store personal data about other users of the Site or Social Platforms Services without their express and explicit permission;

xi. Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;

xii. Use the Site or Social Platform Services in any manner not permitted by the Social Platforms Terms of Service; or

xiii. Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Social Platforms Terms of Service.

(b) TuneCore does not guarantee exploitation of the Recordings, which will depend on consumer preference, nor on the inclusion or participation of any given Platform. TuneCore reserves the right in its sole discretion to decline to engage in business with any given Platform. Except as specifically set forth in the Social Platforms Terms of Service, TuneCore shall have no obligations to you.

(c) TuneCore shall not be deemed in breach of the Social Platforms Terms of Service unless you have given TuneCore notice of the breach and TuneCore has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.

(d) In no event will TuneCore, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, Social Platform Services, TuneCore products or any TuneCore content, no matter whether the damages are foreseeable and whether or not TuneCore has been advised of the possibility of such damages. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and in no event will TuneCore’s aggregate liability to you exceed One Hundred Dollars ($100).

(e) The Social Platforms Terms of Service shall be governed by and interpreted in accordance with the laws of the State of New York excluding that body of law pertaining to the conflict of laws. Any legal action or proceeding arising under the Social Platforms Terms of Service shall be brought exclusively in courts located in the State and County of New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties to this agreement waive their respective rights to a trial by jury. In the event that any provision in the Social Platforms Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of the Social Platforms Terms of Service will not be deemed a waiver of such right or provision. You may not assign the Social Platforms Terms of Service (by operation of law or otherwise) without the prior written consent of TuneCore and any prohibited assignment will be null and void. TuneCore may assign Social Platforms Terms of Service or any rights or obligations hereunder without your consent. The relationship of the parties under the Social Platforms Terms of Service is that of independent contractors and the Social Platforms Terms of Service shall not be construed to imply that either party is the agent, employee, or joint venturer of the other. You agree that the Social Platforms Terms of Service and the rules, restrictions and policies contained herein, and TuneCore’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and TuneCore. The Social Platforms Terms of Service, together with the rules and policies of TuneCore, constitute the entire agreement between TuneCore and you with respect to the subject matter hereof. Any notice or other communication to be given hereunder will be in writing and given (i) by TuneCore via email (in each case to your email address of record), (ii) a posting on the Site, or (iii) by you via email to [email protected] or to such other address as TuneCore may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.

(f) You acknowledge that you have read and understand TuneCore’s Privacy Policy as more fully described on the Site, and by using the Social Platform Services and the Site you have expressly accepted the terms and conditions set forth in such Privacy Policy, as same may be amended from time to time.

(g) It is your responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in the format required. You acknowledge that TuneCore will not be obligated to furnish its services hereunder until receipt of said materials.

(h) You authorize TuneCore to make and perform clips of your Recordings up to ninety (90) seconds in length via streaming or download free of charge (the “Clips”) to promote the band, artist and/or distribution of applicable Recordings. To the extent that you own or control the publishing rights in the musical compositions embodied in your Recordings used in the Clips (the “Compositions”), you authorize TuneCore to make and perform clips of your Compositions up to ninety (90) seconds in length via streaming or download free of charge to promote the band, artist and/or the exploitation of applicable Recordings. Said Clips may be created by TuneCore or any third party affiliated with TuneCore by using any consecutive ninety (90) seconds of the applicable Recording(s).

(i) TuneCore reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever.