These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Audilus, Inc ("Company," “we," “us," or “our”), concerning your access to and use of the https://audilus.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in California, United States and have our registered office at 2868 Via Dominguez, Walnut Creek, CA 94597. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

We comply with all rules and regulations surrounding the transmission and licensing of recorded musical works and copyrights in all territories in which such laws exist.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary

property and all source code, databases, functionality, software, website

designs, audio, video, text, photographs, and graphics on the Site

(collectively, the “Content”) and the trademarks, service marks, and logos

contained therein (the “Marks”) are owned or controlled by us or licensed to

us, and are protected by copyright and trademark laws and various other

intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the

Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms

of Use, no part of the Site and no Content or Marks may be copied, reproduced,

aggregated, republished, uploaded, posted, publicly displayed, encoded,

translated, transmitted, distributed, sold, licensed, or otherwise exploited

for any commercial purpose whatsoever, without our express prior written

permission.

Provided that you are eligible to use the Site, you are

granted a limited license to access and use the Site and to download or print a

copy of any portion of the Content to which you have properly gained access

solely for your personal, non-commercial use. We reserve all rights not

expressly granted to you in and to the Site, the Content and the Marks.

3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

4. USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

Use any information obtained from the Site in order to harass, abuse, or harm another person.

Make improper use of our support services or submit false reports of abuse or misconduct.

Use the Site in a manner inconsistent with any applicable laws or regulations.

Engage in unauthorized framing of or linking to the Site.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

Delete the copyright or other proprietary rights notice from any Content.

Attempt to impersonate another user or person or use the username of another user.

Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

Use a buying agent or purchasing agent to make purchases on the Site.

Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

Use the Site to advertise or offer to sell goods and services.

Sell or otherwise transfer your profile.

Download any music or sound effect without authorization

Use any music or sound effect, in part or whole, on this website without a license

5 - B Download Access

By requesting to activate downloads, you agree to not use any downloaded music, sound effect, or other content on the Audilus website (s) in any unauthorized way. You may use the downloaded content to test to picture to see how the tracks work with your project. You may upload the downloaded music to your editing software (s) solely to aid in the song selection process. You agree to request and obtain a proper license prior to the actual use of any music or sound effect downloaded from the Audilus website(s). You agree to not share or distribute your project containing our music without permission. Sharing is limited to your internal team at your organization. Organization presentations to clients are excluded without authorization from Audilus. You agree to not distribute, or make copies of the downloaded music or content by any means. Electronically or otherwise. This is not a blanket license. In the event of an unauthorized use, you will no longer have access to the site. The appropriate licensing fee(s) may be assessed solely at the discretion of Audilus, Inc, and billed.

6. USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.

You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

Your Contributions are not false, inaccurate, or misleading.

Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

Your Contributions do not violate any applicable law, regulation, or rule.

Your Contributions do not violate the privacy or publicity rights of any third party.

Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

7. CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

8. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

9. THIRD-PARTY WEBSITE AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

10. SITE MANAGEMENT

We reserve the

right, but not the obligation, to: (1) monitor the Site for violations of

these Terms of Use; (2) take appropriate legal action against anyone who, in

our sole discretion, violates the law or these Terms of Use, including without

limitation, reporting such user to law enforcement authorities; (3) in our sole

discretion and without limitation, refuse, restrict access to, limit the

availability of, or disable (to the extent technologically feasible) any of

your Contributions or any portion thereof; (4) in our sole discretion and

without limitation, notice, or liability, to remove from the Site or otherwise

disable all files and content that are excessive in size or are in any way

burdensome to our systems; and (5) otherwise manage the Site in a manner

designed to protect our rights and property and to facilitate the proper

functioning of the Site.

11. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://licensing.audilus.com/register. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in France. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in France, then through your continued use of the Site, you are transferring your data to France, and you agree to have your data transferred to and processed in France.

12. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,

WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate

or suspend your account for any reason, you are prohibited from registering and

creating a new account under your name, a fake or borrowed name, or the name of

any third party, even if you may be acting on behalf of the third party. In

addition to terminating or suspending your account, we reserve the right to

take appropriate legal action, including without limitation pursuing civil,

criminal, and injunctive redress.

13. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee

the Site will be available at all times. We may experience hardware, software,

or other problems or need to perform maintenance related to the Site, resulting

in interruptions, delays, or errors. We

reserve the right to change, revise, update, suspend, discontinue, or otherwise

modify the Site at any time or for any reason without notice to you. You agree that we have no liability

whatsoever for any loss, damage, or inconvenience caused by your inability to

access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be

construed to obligate us to maintain and support the Site or to supply any

corrections, updates, or releases in connection therewith.

14. GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

15. DISPUTE RESOLUTION

Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Alameda, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose.

16. CORRECTIONS

There may be

information on the Site that contains typographical errors, inaccuracies, or

omissions, including descriptions, pricing, availability, and various other

information. We reserve the right to

correct any errors, inaccuracies, or omissions and to change or update the

information on the Site at any time, without prior notice.

17. DISCLAIMER

THE SITE IS PROVIDED

ON AN AS-IS AND AS-AVAILABLE BASIS. YOU

AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE

FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR

IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT

LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT

THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY

WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY

FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM

YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF

OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL

INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION

TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH

MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY

ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF

ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR

OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE,

OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A

THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE

APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A

PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU

AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE

PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU

SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

18. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR __________. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

19. INDEMNIFICATION

You agree to

defend, indemnify, and hold us harmless, including our subsidiaries,

affiliates, and all of our respective officers, agents, partners, and

employees, from and against any loss, damage, liability, claim, or demand, including

reasonable attorneys’ fees and expenses, made by any third party due to or

arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

20. USER DATA

We will maintain

certain data that you transmit to the Site for the purpose of managing the

performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups

of data, you are solely responsible for all data that you transmit or that

relates to any activity you have undertaken using the Site. You agree

that we shall have no liability to you for any loss or corruption of any such

data, and you hereby waive any right of action against us arising from any such

loss or corruption of such data.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

22. CALIFORNIA USERS AND RESIDENTS

If any complaint

with us is not satisfactorily resolved, you can contact the Complaint

Assistance Unit of the Division of Consumer Services of the California

Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N

112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)

445-1254.

23. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

24. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Audilus, Inc

__________

United States

Phone: 9252762834

info@audilus.com

PRIVACY

The online store on the website licensing.audilus.com company ID C4055817 based in California
processes personal data provided by Customer to fulfill, and in
addition to confirm Terms and Conditions, to process electronic orders
and shipments and for the necessary communication during a period
required by law.

General provisions

1. Personal data controller, in compliance with GDPR (hereinafter referred to as „Regulation“) is Audilus, Inc, company ID C4055817, based in California, United States. (hereinafter referred to as „Controller“);

2. The contact details of the Controller are: email: business@audilus.com, info@audilus.com; tel: (925) 276-2834

3. Personal data is any information that relates to an identified or identifiable natural person.

The source of personal data

1. Controller processes personal data obtained with
consent from Customer and collected through the contract to purchase and
fulfillment of the electronic order created in the online store licensing.audilus.com;

2. Controller processes only the identifying and
contact details of Customer which are necessary for the fulfillment of
the contract to purchase;

3. Controller processes personal data for the
shipping and accounting purposes and for the necessary communication
between the contracting parties for the duration required by law.
Personal data will not be made public and will not be transferred to
other countries.

Purpose of data processing

Controller processes personal data of the Customer for following purposes:

1. Registration on the website Licensing.audilus.com in compliance with Chapter 4, Section 2 of GDPR;

2. For fulfillment of the electronic order created by Customer (name, address, email, telephone number);

3. To observe law and regulations arising from the the contractual relationship between Customer and Controller;

4. Personal data is necessary for the fulfillment of contract to purchase. Contract cannot be concluded without the personal data.

Duration of personal data storage

1. Controller stores personal data for the period
necessary for fulfillment of rights and obligations arising from the
contractual relationship between Controller and Customer and for the
duration of 3 years following the conclusion of contractual
relationship;

2. Controller must delete all personal data after the expiration of the period required for the storage of personal data.

Recipients and processors of personal data

Third parties processing personal data of the Customer are
subcontractors of the Controller. Services of these subcontractors are
indispensable for the successful fulfillment of the contract to purchase
and processing of the electronic order between Controller and Customer.

Subcontractors of the Controller are:

Mewo (online store system);
Shipping company;
Google Analytics (website analytics);

Rights of Customer

In compliance with the Regulation, Customer is entitled to:

1. The right of access to personal data;

2. The right to rectification of personal data;

3. The right to erasure of personal data;

4. The right to object to processing of personal data;

5. The right to data portability;

6. The right to withdraw consent to the processing of personal data in writing or by e-mail sent to: info@audilus.com;

7. the right to lodge a complaint with the supervisory authority in case of suspected breach of the Regulation.

Security of personal data

1. Controller declares to take all technical and organizational precautions necessary for the protection of personal data;

2. Controller has taken technical precautions to
secure data storage spaces, in particular securing access to the
computer with a password, using antivirus software and performing
regular maintenance of the computers.

Final provisions

1. By placing an electronic order on the website licensing.audilus.com Customer confirms to be informed about all the conditions of personal data protection and accepts them to the full extent;

2. Customer accepts these rules by ticking the checkbox in the order purchase form;

3. Controller can update these Rules at any time. New, updated version has to be published on his website.

These Rules come into effect on 8/8/2020

SYNCHRONIZATION AND/OR MASTER USE LICENSE TERMS

In consideration of the sum specified on the invoice page and upon receipt of payment thereof, Audilus, Inc hereby grants the Licensee named on the invoice page (“Licensee”) the non-exclusive right, license, privilege and/or authority to use the musical composition(s) and/or master recording(s) as specified on the invoice page, all in accordance with the terms, conditions and limitations set forth hereafter and on the invoice page.

The License terms and conditions are as follows:

The invoice page designates whether a synchronization license, master use license, and/or both licenses are being granted pursuant to this agreement. If a synchronization license is designated on the invoice page, then Licensee is granted the non-exclusive right to synchronize the identified musical composition in timed relation with the Production, and does not authorize the use of the related master recording or its copyright in any manner whatsoever. If a master use license is designated on the invoice page, then Licensee is granted the non-exclusive right to fix and record the identified sound recording in timed relation with the Production, and does not authorize the use of the related musical composition or its copyright in any manner whatsoever. Licensee warrants and represents that if only a synchronization license or only a master use license is granted for a particular selection, it will obtain any and all other necessary licenses from all other appropriate copyright owners. No performance rights, sound reproduction rights, or any other rights not expressly identified, are granted herein.

2.

The license(s) granted extend only to the specific production designated on the invoice page (the “Production”). Any change(s) in either the audio or visual portions of the Production will require Licensee to contact Audilus, Inc and re-license.

3.

The exploitation territory covered by the license(s) is the world, except in regard to the use of the selection(s) in commercial/promo spots for radio or television (“Commercial/Promo Spots”). For Commercial/Promo Spots, the license(s) cover only the territory expressly specified under “Clearance Type”. If none is specified, such Commercial/Promo Spots license(s) extend only to the USA.

4.

Unless expressly limited herein, any synchronization license shall be in perpetuity or otherwise for the life of the musical composition copyright, and any master use license shall be in perpetuity or otherwise for the life of the sound recording copyright.

5.

The license(s) do not authorize or permit Licensee to make any changes to the composition(s) or master recording(s) other than to shorten the same as contemplated hereunder utilizing a contiguous portion thereof. The license(s) permit Licensee to make copies of the Production containing the compositions and/or master recordings licensed hereunder in the form of negatives and prints necessary for distribution, exhibition, promotion, and exploitation of the Production in all media now known or hereafter devised (but excluding trailers, promos, or other advertising, unless the agreement expressly permits Commercial/Promo Spots,)

6.

Licensee shall provide Audilus, Inc with all cue sheets in respect to the Production. Should Licensee fail to do so, then at Audilus, Inc option and upon giving written notice to Licensee, this license shall become invalid.

7.

Licensee shall pay any “new use” or similar payment or other fees required under applicable collective bargaining agreements, if any, with respect to Licensee’s use of any master recording. Licensee shall also pay any and all additional amounts required by any third party relating to Licensee’s use of any composition or master recording.

8.

The license(s) and obligations hereunder shall run to Licensee, its successors, and assigns, provided that upon any assignment or other disposition of the Production or this agreement, Licensee shall remain liable for the performance of all the terms and conditions of the license(s) and shall be subject to all the terms hereof. Licensee further agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest or in possession of the Production shall be notified of the terms and conditions of the license(s) and shall agree to be bound thereby.

9.

Audilus, Inc warrants only that, as the administrator of such licenses on behalf of the copyright owners, it has the legal right to grant the license(s), and the license(s) are given and accepted without other warranty or recourse. If said warranty shall be breached in whole or in part with respect to a selection, Audilus, Inc total liability shall be limited either to repaying to Licensee the consideration theretofore paid under the license(s) with respect to such selection to the extent of such breach or to holding Licensee harmless to the extent of the consideration theretofore paid under this license with respect to such recorded selection to the extent of said breach.

10.

The license(s) shall take effect only when full payment for such use is received by Audilus, Inc dba Sea Publishing, dba Audilus Music, dba Sulidua, dba CleavelandRhode.

11.

The license(s) shall be governed by and subject to the laws of the State of California.

All music and recordings © Audilus Inc, all rights reserved.

Music Distribution Service Agreement

AUDILUS DISTRIBUTION AGREEMENT

Capitalized terms (as well as “you” and “your”) are used as defined herein. Key definitions:

“Agreement” means this Audilus Distribution Agreement.

“Audilus” means AUDILUS, INC

“Digital Distribution” means distribution (or other authorization of use) of the Recordings by any current or future means or media as selected by Audilus in good faith, other than the distribution of physical products.

“Outlets” is defined in Section 1.1.

“Product Uploader” means the software, features and tools provided or made available by Audilus via which digital files can be added to the Audilus Portal.

“Properties” means all Recordings and all material to be delivered and exploited under this Agreement (including anything delivered by you (or on your behalf) under Section 1.2.

“Recordings” means all audio and/or audio‐visual recordings of commercial quality (as determined in Audilus’s sole discretion) delivered by You (in your sole discretion) to Audilus during the Term, including via the Product Uploader.

“Talent” means all recording artists, musicians, vocalists, producers, (re-)mixers, writers, musical performing artists, engineers, sample rights owners, songwriters, photographers, crew and any and all others who performed or participated in the making of any Properties.

“Term” commences on the date Audilus sends to you an email agreeing to be bound by these Terms & Conditions (“Effective Date”) and continues until terminated by either party on 30 days’ written notice in accordance with these Terms & Conditions.

“Territory” means the world, except as more narrowly specified by you via the Product Uploader on a Recording by Recording basis.

“you,” “your” and “Client” each mean the individual or legal entity which registered your application via the Audilus website and, to the extent you are a legal entity, “you,” “your” and “Client” also mean the recording artist or other individual(s) who own(s) the entity.

1. Distribution Rights.

1.1 Audilus as Distributor. You hereby appoint Audilus as the exclusive distributor of the Recordings during the Term and throughout the Territory, via Digital Distribution. This appointment includes the exclusive rights to sell, copy, distribute, perform, sublicense, monetize and otherwise exploit the Recordings (or any part thereof) via any and all forms of Digital Distribution, including direct to retailers, digital service providers, direct to consumers, and to others of any description that exploit sound or audiovisual recordings by any and all means and media (whether now known or existing in the future) as selected by Audilus in its discretion (“Outlets”), including as “art tracks” (such as via YouTube), and to sublicense such rights to Outlets accordingly. The appointment also includes the right to obtain for and assign to the Recordings ISRC and EAN/UPC‐A codes as needed. However, you reserve the right to request a takedown of any applicable Recording on thirty (30) days’ Notice hereunder, for convenience or for any other reason in your sole discretion, after which Audilus’s exclusivity with respect to such Recording will terminate unless and until you elect to redeliver it to Audilus hereunder.

1.2 Artwork; Name & Likeness. You hereby grant Audilus and the Outlets the right, solely in order to exploit and promote the Properties, to use: (i) artists’ names, trademarks, logos, likenesses, photographs and biographical material, and (ii) album and production artwork, video stills, thumbnail images, and the names, likenesses and biographical material of Talent; but solely to the extent delivered or otherwise approved by you.

2. Audilus’s Distribution Activities.

2.1 General. As between you and Audilus, you retain copyright ownership of all Recordings and expressly reserve all rights in and to the Properties not expressly granted to Audilus. Audilus does not guarantee placement of Recordings with any Outlet, and is not obliged to distribute Recordings delivered by you (including if a Recording is technically unsatisfactory or inappropriate in any way), but Audilus will promptly notify you as to the extent of any decision not to distribute and all applicable Digital Distribution rights in the relevant Recording will revert to you on Audilus’s notification. You acknowledge that the sale and exploitation of Properties is a highly speculative business, that Audilus makes no guarantee as to any degree of sales or exploitations, and that Audilus retains absolute discretion over its sales and exploitation policies.

2.2 Affiliates and Contractors. Audilus may elect to operate in part via its corporate affiliates and third-party contractors, and may sublicense its rights hereunder to the extent needed for such operations. However, Audilus remains directly liable for all of its payment and other obligations to you subject to Section 4 below.

2.3 Audilus Portal Access. In connection with your Recordings, Audilus will provide you access to release and track-level sales and streaming reporting via Audilus’s workstation portal. Subject to applicable data protection and privacy laws and regulation, Audilus may use information and data arising from or generated, obtained, or acquired by Audilus in connection with the exploitation of Properties, including demographic, statistical, usage and anonymised data relating to such activity, including for purposes of calculating Audilus’s market share.

3. Your Obligations.

3.1 Delivery. You are solely responsible, at your cost, for the creation and delivery to Audilus of all Properties. Audilus will not remix, re-master, edit or alter any Recording (except as required for technical or timing reasons), without your prior written approval. You are responsible for audio and video encoding costs prior to delivery. If Audilus incurs any further encoding costs, Audilus may in its discretion deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay Audilus such amounts.

3.2 Third-Party Consents, Permissions, Obligations. In connection with exploitation of the Properties under this Agreement, you are solely responsible for all costs and expenses (other than storage costs in connection with the Recordings), and any obligations or liabilities to third parties related to the exploitations authorised in this Agreement. For example, you are responsible for (a) taxes that you owe; (b) clearing the rights of and paying amounts due to Talent, and any other persons who contributed to the Properties; (c) amounts due to any party for samples, or for footage in the Properties; (d) music publishing licenses, including synchronization, lyric use and mechanical licenses to the extent not covered by the Outlets; (e) any advertising, marketing or promotion you choose to do; and (f) sound recording and artwork clearances. To the extent you fail to cover any of the foregoing, Audilus has the right but not the obligation to cover them for you, and to deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay Audilus such amounts.

3.3 Notification of Changes to Rights, Claims. Without limiting your warranties or your indemnification obligations, if you no longer have the necessary rights to an individual Recording or other Property, or if the Property is the subject of any third-party Claim (as defined below), you must promptly inform Audilus as set forth in Section 6 below.

3.4 Audilus Content Guidelines. All Recordings and other Properties must abide by the terms of the Audilus Content Guidelines (as updated from time to time), and must comply in all respects with all applicable “style guides” (or content guidelines or community guidelines, etc.) of Outlets, including the iTunes Style Guide and the Spotify Content Infringement Guidelines. If Audilus believes in good faith that you have violated this Section 3.04, Audilus may: (i) withhold payments to you until such violation is resolved and remedied to Audilus’s reasonable satisfaction; (ii) issue take-downs of any offending Recordings and other Properties; and/or (iii) terminate this Agreement upon notice to you, with immediate effect.

3.5 Fraudulent Practices. You will not, and will not authorise or encourage any third party to, directly or indirectly manipulate streams or queries, or generate impressions of or clicks on any ad(s), through any automated, deceptive, fraudulent or other invalid means, including by way of repeated manual clicks, the use of “bots,” the hijacking of accounts or otherwise. You acknowledge that doing so may result in the removal of some or all of your Properties from Outlets, as well as the withholding of royalties by such Outlets. In addition, in no event will you represent yourself as Audilus’s, The Orchard’s or Sony Music’s representative, or use any of their trademarks without express permission, or represent yourself as affiliated or connected with them in any way that is not strictly accurate, whether in connection with this Agreement or otherwise. Both you and Audilus may accurately state that your Recordings are “distributed by Audilus.” If Audilus believes in good faith that you have violated this Section 3.05, Audilus may: (i) withhold payments to you until such suspected fraud is resolved and remedied to Audilus’s reasonable satisfaction; (ii) issue take-downs of any offending Recordings and other Properties; and/or (iii) terminate this Agreement upon notice to you, with immediate effect.

4. Distribution Share; Accountings, Audits, Claim Limits, Tax and Reimbursements.

4.1 Distribution Share. Audilus will pay you Ninety-five percent (95%) of all gross receipts actually received by (or credited against an advance to) Audilus with respect to Digital Distribution of the Recordings to end users, subject to Section 4.03 below (your “Distribution Share”).

4.2 Accountings; Audits; Limitations on Claims. Audilus will account to you by way of a permission-limited section of your Audilus Portal, which generally includes historical data back to the Effective Date. Accounting and payments will be made available to you on a monthly basis, forty-five (45) days after the end of the month in which the applicable amounts were received by Audilus. Monthly balances under the equivalent of fifty dollars ($50) will be rolled into the following month and paid in the accounting following when your balance reaches the equivalent of fifty dollars ($50). If any Outlet issues any corrections to prior statements, or after six (6) months has failed to pay Audilus amounts that were previously paid or credited to you, or other errors are discovered, Audilus may adjust its accountings and payments to you and (if applicable) charge and/or otherwise make appropriate reconciliations with regards to your account accordingly. Notwithstanding anything to the contrary contained in this Agreement, at its sole election, Audilus may direct you to a third party payment provider service of Audilus’s choice (“Payment Provider”) in order for you to receive any payments due to you under this Agreement, and, resultantly: (a) you acknowledge that the Payment Provider may require you to set up an account (“Payment Provider Account”) and/or provide certain banking, tax-related or other details prior to any due payments being made; (b) payments made by the Payment Provider on Audilus’s behalf shall constitute payments to you by Audilus as due hereunder; (c) you expressly confirm and agree that such Payment Provider shall pay (where relevant) into the bank account and/or rely on the tax forms that you last set up with the Payment Provider in your Payment Provider Account subject to any timing restrictions set out in the Payment Provider’s terms and conditions; (d) you acknowledge, agree and warrant that you shall: (i) read and comply with any and all terms and conditions which may apply for the use of the Payment Provider services and that you shall be solely responsible for any charges or costs that apply for your misuse or non-compliance of such terms and conditions: (ii) be solely liable for the accuracy (including up-to-date accuracy), applicability and maintenance of payment details (including bank account details, payee information, tax information, etc) provided and/or necessary for use of the Payment Provider services; (iii) not allow any other entity or person to use your Payment Provider Account or gain access to the Payment Provider’s interface unless expressly permitted in, and in strict accordance with, such Payment Provider’s user terms of conditions (acknowledging that you shall be solely liable for all actions taken or omissions made by any user (whether or not authorized) of such account with you agreeing that any loss incurred as a result of any party gaining access to the Payment Provider Account which that party was not authorized to obtain (including improper or unauthorized use of your identity and password) shall, as between Audilus and you, be your responsibility). You shall indemnify Audilus, and keeps Audilus indemnified, in respect of the breach and/or acts and/or omissions in contravention of the preceding sentence and all its constituent parts. You have the right to audit Audilus’s books and records to verify the accuracy of payments. Audits are permitted once per year during Audilus’s normal business hours, on at least thirty (30) days’ prior Notice, at the place where Audilus maintains such records. Audits are at your expense, and may only be conducted by an independent chartered or certified public accounting firm retained on a non-contingency fee basis, and only once with respect to any particular payment. Any lawsuit by you regarding any statement or payment must be commenced within one (1) year after the date the applicable statement covers. After such year, you have no right to sue Audilus in connection with any such statement. You irrevocably waive any longer statute of limitations that would otherwise apply by law.

4.3 Required Withholdings; Deductions; Applicable Taxes; Reimbursements. Notwithstanding anything to the contrary in this Agreement, Audilus or (if applicable) its Payment Provider is entitled to deduct from all payments due to you (a) any sums (such as withholding taxes) which Audilus or its licensees or related entities are obliged to pay or withhold in any country by reason of any law or regulation, and (b) any costs or expenses charged to Audilus by YouTube or other applicable Outlets arising specifically and directly from the sale or placement of advertisement(s). All payments to you or charges to be made by Audilus under this Agreement are expressed as exclusive of and Applicable Taxes, which if applicable are payable by you in addition to the sums otherwise set out in this Agreement. To the extent Audilus is permitted under this Agreement to charge or claim back any amounts to you, and with respect to any costs or expenses approved by you (such as for additional services that you request), Audilus may require payment in advance, or simply recoup such charges against your account. If, however, you receive a bill from Audilus for any such charges (if for example your account has a negative balance after the Term), you must pay it promptly. In the event that Audilus directs you to a Payment Provider as set out in Section 4.02 above, you acknowledge and expressly agree that any payment transfer charges applicable to payments to be rendered to you shall be borne by you in their entirety, and Audilus and its Payment Provider reserve the right to deduct such costs and charges from any sums due to you or request reimbursement of any such amounts which shall be promptly repaid.

5. LIMITATION OF LIABILITY. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE, AND WITHOUT LIMITING SECTION 8, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL DAMAGE AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE, NON-PERFORMANCE OR BREACH OF THIS AGREEMENT. WITH RESPECT TO TAKE-DOWNS, PROVIDED THAT Audilus CONTINUES TO WORK WITH YOU IN GOOD FAITH TO SEND TAKE-DOWN NOTICES TO OUTLETS WHENEVER APPROPRIATE, Audilus WILL NOT BE LIABLE FOR ANY FAILURE TO EFFECT SUCH TAKE-DOWNS.

6. Notices. All formal notices with respect to this Agreement (each referred to hereunder as a “Notice”) will be given in writing by registered first class post, or by messenger or courier, or by nationally recognized overnight express mail service, by you to Audilus’s address set forth herein and to legal@Audilus.com and by Audilus to the address (or, optionally, the email address) associated with your account. All other instructions, approvals and consents may be (as directed by Audilus) sent via email or via the Audilus Portal.

7. Representations and Warranties. You warrant, represent, covenant, and agree the following: You have the full right and authority to enter into, perform all of your obligations under, and grant the rights granted in accordance with this Agreement; you have the right to grant to Audilus all rights you purport to grant hereunder or are required to be granted in accordance with these Terms & Conditions; Audilus’s exercise of its rights hereunder and use of Recordings and other Properties as per these Terms & Conditions will not violate any law or regulation of any country nor violate or infringe upon the rights of any third party and you have a valid and enforceable agreement with, and have obtained all necessary licenses, clearances and rights from, all third parties (including Talent) whose work, performances or services are embodied in any Recordings or other Properties to allow you to grant the rights granted in accordance hereof; you will be solely responsible for all payments, fees or royalties that may be due to any such party arising from Audilus’s exercise of the rights granted to it hereunder; none of the Recordings or other Properties contain material which is criminally obscene or defamatory, that may expose Audilus to civil or criminal proceedings, or that otherwise violate community standards in particular countries; all metadata, label copy, credits and similar information supplied by you is complete and accurate in all respects; you will not (and, where relevant, you will procure that artists will not) assert any “moral rights” arising in connection with these Terms and Conditions against Audilus, its licensees or agents authorised by Audilus (whether under a specific or blanket licence); that you are at least 18 (eighteen) years of age as of the date of your application via the Audilus website; and if you are sales tax registered, you will inform Audilus via the Audilus Portal (and Audilus’s Payment Provider via the Payment Provider Account interface) and if you are UK VAT registered you will enter into any tax related documentation in a form reasonably required by Audilus or its Payment Provider. You will comply with all applicable laws (including the General Data Protection Regulation (GDPR EU 2016/679) and the California Consumer Privacy Act (CCPA)), rules (such as BPI and IFPI guidelines), and regulations, including the application of parental advisory or other warnings or designations. Audilus and/or its Payment Provider will not be required to make any payments of any nature to any third party for or in connection with the exercise or exploitation of rights by Audilus under this Agreement.

8. Indemnification. You will defend and indemnify Audilus (including its parents, subsidiaries, and affiliates, and each of their respective stockholders, predecessors, successors, assigns, agents, directors, officers, attorneys, employees and representatives) against any expenses or losses (including reasonable attorneys’ fees and litigation expenses) resulting from any third-party claim arising from a breach, or a claim which if true would constitute a breach (any such claim, whether or not asserted in a formal legal action, a “Claim”), of any of your representations, warranties or obligations. You will (unless expressly directed otherwise by Audilus in writing on a case-by-case basis) be responsible for defending against any such Claim and for engaging counsel at your cost without any liability for the same being placed on Audilus, and you will at your cost use best efforts to cause Audilus to be dismissed from any proceedings. You may not settle or resolve any Claim in a manner that imposes any liability or obligation on Audilus, or affects Audilus’s rights, without Audilus’s prior written approval. For purposes of clarity, Audilus may cease distribution and take down any Properties that become subject to a Claim, and withhold payments to you in an amount reasonably related to the Claim and potential associated expenses and damages.

9. Confidentiality. Without Audilus’s prior written consent, you may not disclose any of the terms and conditions of this Agreement, any information you learn regarding Audilus’s business or proprietary systems, or any data provided to you. This does not include information which (a) is generally available to the public through no wrongful or negligent act or omission on your part; (b) you have received from a third party free to make such disclosure without breach of any legal obligation; or (c) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request (as to which you will give Audilus prompt Notice in enough time to enable Audilus to seek a court order limiting or otherwise governing such disclosure). Because your obligations under this Section 9 are integral to Audilus’s business dealings, you agree that Audilus is entitled to injunctive relief to enforce them.

10. Interpretation and Enforcement. This Agreement contains the entire understanding between you and Audilus as to the matters herein, and supersedes all prior agreements, promises, assurances, warranties, representations and understandings between you and Audilus, whether written or oral, as to such matters. Other than as set out in clause 16 below, this Agreement can only be amended by an instrument signed by all parties. A waiver of any term or condition of this Agreement in any instance is not a prospective waiver of such term or condition, nor of any subsequent breach. All remedies, rights and obligations in this Agreement are cumulative, and do not limit any other remedy, right or obligation. As used in this Agreement, “including” signifies one or more illustrative examples, not an exclusive list. Unless otherwise specified, “or” is used in its inclusive sense. The provisions of this Agreement are severable and distinct from one another; if any provision is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the others will not be affected. If either party is in breach of this Agreement, the other party will permit a reasonable time to cure such breach. The Agreement is governed by the laws of the State of California and the United States of America. Each party waives the right to request a trial by jury.

11. Relationship of the Parties. You and Audilus are independent contractors to each other. Nothing in this Agreement authorises any party as agent of the other, nor creates a partnership, fiduciary or employment relationship. Without limiting Audilus’s payment obligations to you, you have no right, title or interest in or to revenues received by Audilus, Audilus is not obligated to segregate any revenues from other funds, and Audilus is not a trustee, pledgeholder or fiduciary of amounts owed to you. Audilus acts as principal in all transactions with its customers.

12. Assignment. Audilus may assign its rights and obligations under this Agreement in whole to a party who agrees to be obligated hereunder. You may not assign this Agreement or any rights or obligations, in whole or in part, without Audilus’s prior written consent. Any purported assignment in violation of this paragraph is null and void ab initio.

13. Force Majeure. If the fulfillment of any of Audilus’s obligations is materially hampered due to an event not reasonably within its control (e.g., flood, water damage, power failure, epidemic, pandemic, catastrophe, terrorism, strike, war, failure of technical facilities, etc.), Audilus will not be in breach as a result and may, on Notice to you, suspend the Term for the duration of such event. Audilus must continue to fulfill its payment obligations, to the extent not affected by such event.

14. Post-Term Provisions. Sections 5, 6, 7, 8, 9, 10 and 14 of this Agreement survive the end of the Term. After the Term, if Audilus receives any income from Outlets on Properties, Audilus’s sole liability to you will be the obligation to pay you in full as though the Agreement were still in place, and to send renewed take-down notices whenever reasonably requested and appropriate.

15. Further Assurances. You will do such acts and execute such documents as Audilus may reasonably require to ensure Audilus the full benefit of this Agreement. In particular, you will promptly provide copies of all documents necessary to evidence your right and title in and to any particular Properties.16. Updates to Agreement. Audilus reserves the right to amend or update these Terms & Conditions or any part thereof upon notice to you, such notice to be given via email and Audilus website. However, Audilus will not amend or update the definitions of Recordings, Term, Territory or Distribution Share without your prior approval, such approval to be given via the Audilus website or by email.

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