Welcome to the Terms of Service (these “Terms”) for the website, https://emastered.com/ (the “Website”), operated on behalf of eMastered Corporation (“Company”, “we” or “us”). The Website and any content, tools, features and functionality offered on or through our Website are collectively referred to as the “Services”.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

SECTION 11 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 11.

Table of Contents

1. 1.General2
2. 2.Eligibility; Accounts5
3. 3.Subscriptions and Free Trials5
4. 4.Orders for Products and/or Services6
5. 5.Location of Our Privacy Policy and Other Applicable Policies and Terms8
6. 6.Rights You Grant Us8
7. 7.Rights We Grant You10
8. 8.Ownership and Content12
9. 9.Third Party Services and Materials13
10. 10.Disclaimers, Limitations of Liability and Indemnification13
11. 11.Representations and Warranties15
12. 12.Arbitration and Class Action Waiver15
13. 13.Additional Provisions17

1. General

1.1 Overview. The Services provide a music mastering solution comprised of certain components (including, for example, Linkify, Stemify, Vocal Remover, Atom and others that the Company may add from time-to-time) (“Mastering Service”) and a music distribution solution (“Distribution Service”). The period of time during which you subscribe to the Distribution Service and a reasonable grace period thereafter (which shall in no event be less than thirty (30) days) shall be known as the “Distribution Period”. The Mastering Service allows you to upload compatible digital files containing audio recordings (“Unmastered Recordings”) and such underlying musical compositions, literary works, dramatic works or spoken word content (collectively, “Compositions”) to our online server. The Mastering Service analyzes your Unmastered Recording and generates a mastered version designed to enhance the sound quality for certain distribution formats (“Mastered Recordings”). The Mastered Recordings, together with the Unmastered Recordings and Compositions embodied therein are sometimes collectively referred to as “Recordings”. The Distribution Service allows you to distribute your Recordings on certain digital music streaming platforms (each, a “DSP”) for users of such DSPs to access.

1.2 Your Obligations. By submitting any Recordings through the Services, you agree that you have, or have obtained, all rights, licenses, consents, permissions, power and authority necessary to submit, use, reproduce, prepare derivative works and distribute (and allow us to use, reproduce, prepare derivative works and distribute) such Recordings in and in connection with the Services, including for the purpose of generating a Mastered Recording and, if applicable, in connection with the Distribution Service. You agree that the Recordings and any other content and material provided hereunder will not contain material subject to copyright or other proprietary rights owned or controlled by any third party, unless you have the necessary permission to do so. You covenant and agree that you will not use the Distribution Services to distribute any Recording that is unlawful (including because it is in violation of any applicable intellectual property right, contractual restriction or applicable law), defamatory, infringing, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, hateful, cruel, deceptive or otherwise objectionable. If you use the Distribution Service, you covenant and agree that you will not, directly or indirectly, artificially increase play counts of your Recordings on DSPs or other similar manipulation, including through the use of any bot or automated process, providing or accepting any form of compensation or other means.

1.3 Content Filter; Removal. In connection with the Distribution Service, to the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, filter, edit, or delete any of the Recordings and/or any other content and materials provided by you at any time, for any reason, and without notice. Prior to the end of the Distribution Period (which, for clarity, includes a grace period of no less than thirty (30) days following termination or expiration of your subscription), we will submit takedown requests to remove any Recordings and/or Materials from all DSPs. We shall not be responsible for any failure by DSPs to remove any Recordings and/or any other content and materials provided by you.

1.4 Distribution Service.

(a)When you distribute Recordings via the Distribution Service to certain DSPs, you may earn proceeds that we actually receive and are derived from and directly attributable to the distribution and exploitation of such Recordings via such DSPs (“Your Proceeds”), including proceeds based on the number of streams any such Recording has on any DSP. You acknowledge and agree that Your Proceeds shall not include any amounts retained by such DSPs, taxes and tariffs, administration fees, royalites or fees paid to third parties (including fees paid to the Company’s distribution partner and/or Payment Providers (as defined below)), wire transfer fees, credit card processing fees and chargebacks, and other third-party fees and deductions applied to Your Proceeds (collectively, “Deductions”). Your Proceeds after the applicable Deductions shall be referred to as “Your Net Proceeds”. We shall be entitled to rely on payments and accountings received from DSPs. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and/or lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you waive any longer statute of limitation that may be permitted by law. You shall have no right to inspect or audit our books and records, or those of DSPs. If we receive a lump-sum payment from a DSP that is not attributable to any particular user account(s) or specific recordings from any particular user account(s), we may, in our sole discretion, determine if, and to what extent, any portion of such monies shall be payable hereunder to each user. Without limiting the immediately preceding sentence, we may determine to distribute such monies (i) on a pro-rata basis based on the number of users with whom we have distribution agreements; (ii) at our discretion among users based on historical earnings and/or proxy formula determined solely by us; (iii) based upon the amount the DSP credits to us for your Recordings subsequent to the payment to us; or (iv) by any other allocation method as we may determine.

(b)Your Net Proceeds will be credited to your Payment Account approximately on a monthly basis. Please note that following the initial distribution of each Recording to DSPs, due to DSP reporting timelines, there may be a 2-to-3- month lag before payments in connection with such Recordings are credited to your Payment Account. Once Your Net Proceeds meet a minimum payment threshold of $6 USD, you may request payment by selecting the relevant option in your Payment Account. Payment will be disbursed to your Payment Account by our third-party payment providers, which may be updated or changed by us from time-to-time (such account, “Payment Account” and such third-party payment providers, “Payment Providers”), to the extent permitted by law and subject to your compliance with these Terms. Payments will be made by our Payment Providers, subject to such Payment Providers’ applicable terms and conditions.

(c)To the extent permitted by law, with or without providing prior notice to you, we may withhold, offset, adjust or exclude any payments to you under these Terms for failure to comply with these Terms, any excess payments made to you in error, any suspected infringement of any third party rights, any misrepresentation, misconduct, deception, fraud, or other inappropriate conduct (including suspected activity that artificially increases the number of views or streams of your Recordings on DSPs), any violation of any law, rule or regulation, any fees charged to us by DSPs in connection with your Recordings or conduct, or to offset such amounts against any fees you owe us under these Terms. In connection with the foregoing, in addition to any other available rights and remedies available to us, we may suspend or terminate the distribution of your Recordings and we may deduct from your payments our related attorneys’ fees and legal costs in connection. For the avoidance of doubt, you will forfeit any monies that are attributable to your fraud, infringement or other illegal activity.

(d) The Distribution Service is subject to certain eligibility requirements, as may be updated from time to time by the Company. Without limiting the foregoing, you agree that you satisfy the following requirements: (i) you are not a Prohibited Person (as defined below); (ii) you must complete all requirements necessary to set up a valid Payment Account with our Payment Providers, including satisfying our Payment Provider’s compliance and onboarding requirements; (iii) the information in your Payment Account is accurate, complete and up-to-date; and (iv) your Account is in good standing and you are not otherwise in violation of these Terms. To set up your valid Payment Account, you must provide us and Payment Providers with any forms or documents that may be required to satisfy any information reporting or withholding tax obligations under these Terms. A “Prohibited Person” is any person or entity that (w) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury, or is otherwise a party with which the Company is prohibited to deal under the laws of the United States; (x) is a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority; (y) is identified on, or is employed by or associated with an entity that is identified on, the sanctions lists adopted by the United Nations and the European Union to such extent such sanctions are extended by the UK Government to its Overseas Territories or (z) unless otherwise disclosed in writing to the Company, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.

(e)As between you and the Company, you are responsible for paying any and all royalties and payments due to third parties in connection with the distribution of your Recordings through DSPs and the proceeds you receive, including (i) any and all royalties, including without limitation all mechanical royalties and synchronization fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings, (ii) any and all royalties, including without limitation all mechanical royalties and synchronization fees, that may be payable by you to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions embodied in your Recordings, (iii) all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and (iv) any other royalties, fees and/or sums payable with respect to the Recordings, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations by us or DSPs for so-called performer’s rights, equitable remuneration rights or neighbouring rights, however characterized under local law. You are solely responsible for determining and complying with all such payment obligations you owe to third parties in connection with the distribution of your Recordings.

(f)We will not be responsible for any delay, failure or inability to transfer Your Net Proceeds to your Payment Account due to any reason outside of our control, including as a result of Payment Providers’ or your failure to comply with these Terms. We are not responsible for any unclaimed funds within your Payment Account.

(g)In certain circumstances, we may have an obligation to report any of Your Net Proceeds in your Payment Account to the applicable governmental entity as unclaimed property, such as where your Payment Account has been inactive for a period of several years (as determined by applicable law) or where we cease providing Services. If this happens, we will attempt to contact you using the contact information provided by you to the extent required by applicable law. If you do not respond, we may be obligated to turn over any of Your Net Proceeds in your Payment Account to the applicable governmental entity after deducting any fees payable to us. You agree that we will not have any responsibility or liability for any losses, damages, or other harm that you may incur in connection with us turning over Your Net Proceeds to the applicable governmental entity. You agree that we may surrender any unclaimed or abandoned amount of Your Net Proceeds held in your Payment Account in accordance with applicable laws.

(h)You agree that you have the sole responsibility and liability for any taxes, tariffs, duties or fees relating to any payments you may receive pursuant to the Distribution Service. Payments are inclusive of any applicable sales, use, excise, value added, goods and services or similar tax payable to you. If, under applicable law, taxes are required to be deducted or withheld from any payments of Your Net Proceeds to you, then we or Payment Providers may deduct such taxes from the amount owed to you and pay such taxes to the appropriate taxing authority as required by applicable law. You agree that payment of Your Net Proceeds to you as reduced by Deductions or withholdings will constitute full payment and settlement to you of amounts payable under these Terms.

(i)The rights granted by you to the Company are non-exclusive. Be advised, however, that if you send your Recording(s) to the same DSPs via the Company and a separate service, the double listing of your Recordings may cause complications and/or problems with those DSPs.

2. Eligibility; Accounts

2.1 Eligibility. You must be 18 years of age or older to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2.2 Creating and Safeguarding Your Account. To use the Services, you need to create an account or link another account, such as your Google account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account through the account settings page of your Account profile. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@emastered.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your, or we previously banned you from any of our Services, unless we provide written consent otherwise.

2.3 Other Information. We may require you to provide additional information and documents regarding your use of the Services or to verify your eligibility or identity, including, without limitation, pursuant to our compliance policies or at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering or for counteracting financing of terrorism.

3. Subscriptions and Free Trials

3.1 Subscription Payment. If you buy or subscribe to any of our paid Services, you agree to pay us the applicable fees and taxes in U.S. Dollars. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. You agree that (a) if you purchase a recurring subscription to any of the Services, we and our third-party payment processors and/or Payment Providers may store and continue billing your payment method (e.g. credit card) to avoid interruption of such Services, and (b) we may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. We reserve the right to change our subscription plans or adjust pricing for the Services in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise provided in these Terms, any price changes or changes to your subscription plan will take effect following reasonable notice to you. All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card, or other means that we may make available. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility.

3.2 Subscription Renewals and Cancellations. You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription at least one (1) day before the subscription period renewal date through the account settings page of your Account profile.

3.3 Limited Subscription Refunds. If you are not happy with your first purchase of a subscription for Services and have not created or downloaded more than four (4) Mastered Recordings as part of such subscription, you may be eligible for a refund of the fees for such subscription so long as, within fourteen (14) days of your first purchase of a subscription, you both cancel your subscription through the account settings page of your Account profile and provide us with written notice to support@emastered.com expressly requesting such refund. If you do not satisfy those requirements or download more than four (4) Mastered Recordings using your subscription, you will not be eligible for such refund.

3.4 No Other Subscription Refunds. Except as expressly set forth in these Terms or as required by applicable law, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.

3.5 Free Trials. You may be eligible to sign up for a trial Account for the paid portion of certain Services and your trial period starts on the day you create the trial Account and lasts for the duration indicated on your free trial confirmation email (or if not specified, then 7 days). If you are on a trial, you may cancel at any time until the last day of your trial by following the cancellation procedures outlined in Section 3.1 above. If you do not cancel your trial Account at the end of your free trial period, and we have notified you that your Account will be converted to a paid subscription at the end of the free trial period, you authorize us to charge your credit card or other designated billing method for continued use of the paid Services. You may, however, then cancel your subscription in accordance with Section 3.2 of these Terms. If you cancel your trial Account or decide not to purchase a paid version of the Services at the end of your trial period, your content or data associated with your trial Account will no longer be available to you, and the Company may delete or remove any such content or data.

4. Orders for Products and/or Services

4.1 Payment. The Services may permit you to purchase certain other products or services through the Services, including products or services of third parties that are offered through the Services (“Offerings”). You acknowledge and agree that all information you provide with regards to a purchase of Offerings, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue, modify, or limit the available quantity of, any Offerings, and (b) refuse to allow any user to purchase any Offering or deliver such Offerings to a user or a user designated address. When you purchase Offerings, you (a) agree to pay the price for such Offerings as set forth in the applicable Service, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us or our third-party payment processors to charge your credit card or other payment method for the Full Purchase Amount. The Services may allow you to purchase Offerings and designate them to be delivered or provided at a future date. In such instance, you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the ultimate date of delivery or provision of the applicable Offering. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Payment can be made by credit card, debit card, or through PayPal or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility.

4.2 Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Offerings, or other features or benefits related to the Services, subject to any additional terms that the Company establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Company; (d) may be disabled or have additional conditions applied to them by the Company at any time for any reason without liability to the Company; (e) may only be used pursuant to the specific terms that the Company establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.

4.3 Gift Cards. Tangible and/or digital gift cards containing stored money value may be offered by us for the purchase of Offerings (“Gift Cards”). The Company does not make any warranties with respect to your Gift Card balance and is not responsible for any unauthorized access to your Gift Card balance, or alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party. We may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. By purchasing a Gift Card, you agree and represent and warrant to the Company that your use of the Gift Card will comply with these Terms and all applicable laws, rules and regulations. Gift Cards cannot be used to purchase other gift cards, reloaded, resold, used for payment outside of the Services, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law). Gift Cards do not expire, and the Company will not assess a service fee, inactivity fee or dormancy fee with respect to a Gift Card.

4.4 Changes and Pricing. The Company may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Offerings. While we attempt to be as accurate as we can in our descriptions for the Offerings, we do not warrant that Offering descriptions are accurate, complete, reliable, current, or error-free. If an Offering itself is not as described on the Services, your sole remedy is to return it (for physical products, in unused condition). The inclusion of any Offerings for purchase through the Services at a particular time does not imply or warrant that the Offerings will be available at any other time. We reserve the right to change prices for Offerings displayed on the Services at any time, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Offering prices to the Services and/or upon making the customer aware of the pricing error.

4.5 No Refunds. There are no refunds available for any Offerings on the Services, except to the extent required by applicable law, as expressly set forth in these Terms or as we may choose to offer in our sole discretion on a case-by-case basis.

5. Location of Our Privacy Policy and Other Applicable Policies and Terms

5.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://emastered.com/support/privacy.

5.2 Acceptable Use Policy. Our Acceptable Use Policy available at https://emastered.com/support/use-policy describes our rules of behaviour and engagement when you use the Services, including certain activities or uses that are prohibited when using the Services. By agreeing to these Terms, you agree to comply with, and not use the Services in any manner prohibited by, our Acceptable Use Policy.

5.3 Fair Usage Policy. Our Fair Usage Policy available at https://emastered.com/support/fair-usage-policy outlines certain limits, rules and enforcement conditions that apply when using the Services. By agreeing to these Terms, you agree to comply with, and not use the Services in any manner prohibited by, our Fair Usage Policy.

5.4 ATOM Synth Plugin EULA. The ATOM Synth Plugin End User License Agreement available at https://emastered.com/support/eula applies to your use of the ATOM Synth Plugin as part of the Services.

6. Rights You Grant Us

6.1 License. In order for us to provide the Distribution Service and to distribute your Recordings (which, for clarity, include the Compositions) and related content to DSPs via our Service and/or on our sites/services or digital platforms (“Our Sites”), you grant us and our affiliates, successors, assigns and designees the non-exclusive, transferable, assignable, sub-licensable, worldwide, perpetual right and license to:

(a)reproduce and distribute your Recordings to DSPs for them to sell or sublicense to their customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or “tethered” download, interactive and non-interactive streaming, “scan and match” services, “cloud” services, digital jukeboxes, digital and online/wireless karaoke services, business establishment background services, home exercise background and audiovisual services, and other audiovisual services), to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now existing or hereafter known. Without limiting the foregoing, you acknowledge that the foregoing rights include the rights to allow DSPs and/or their users to synchronize your Recordings in timed relation with visual images, and any necessary rights of performance and reproduction required for the operation of such DSPs;

(b)use, create, reproduce, publicly perform and make available, and to authorize DSPs to use, create, reproduce, publicly perform and make available, free preview clips of your Recordings via streaming format either on Our Sites or via the DSPs;

(c)authorize third-party partners and/or our licensees, which offer services permitting the creation, use and exploitation of so-called “remixes” of your Recordings and so-called “user generated content” embodying your Recordings, including, without limitation, YouTube, Facebook and Instagram (collectively, the “UGC Services”). Without limiting the foregoing, you agree that we shall have the right to grant UGC Services the following related rights: (i) to synchronize and authorize others to synchronize your Recordings (which, for clarity, includes the Compositions), with visual images and/or combine excerpts of your Recordings with any series of still or moving images, either pre-capture, post-capture or as a live stream; (ii) to use and include your Recordings and/or remixes of your Recordings in “Mix Content” which shall mean the combination of two (2) or more whole or partial audio-only tracks which may be harmonically, rhythmically or otherwise mixed, remixed, edited or mashed up; (iii) to store, host, reformat, make on-demand streams of, make conditional (“limited” or “tethered”) downloads of, and display your Recordings as have been embodied in user videos, “art tracks,” audio-only tracks (including remixes), label videos and Mix Content, and to make your Recordings available on and through the UGC Services, including without limitation, in embedded YouTube video players; (iv) to reproduce, distribute, and prepare derivative works (including synchronization rights and remix rights) based upon your Recordings, to the extent necessary for the purpose of engaging in any of the foregoing activities, to collect all income from the foregoing activities, and to create reference files and fingerprints of the Recordings, and to store and use such files; (v) grant the UGC Services all necessary rights to (and to pass through such rights to users as applicable) include the Recordings, in Google’s so-called “AudioSwap Library” (or any successor product thereto which is owned or controlled by Google) and similar “libraries” of the UGC Services, which consist of master recordings any of which users may add to their user videos and/or Mix Content, as applicable; and (vi) display album artwork in association with videos and audio-only tracks created in connection with the UGC Services. The UGC Services will also have the rights to (and to pass through such rights to labels and users as applicable): (x) create so-called “art tracks” using your Recordings; (y) create reference files and fingerprints of your Recordings; and (z) use your Recordings in Facebook properties that include musical emojis/stickers, video re-mix, send-a-lyric, virtual reality experiences, singalong with lyrics. “UGC Services” shall include all mirror and derivative sites, including mobile, all replacements or successor versions thereof, and all international versions thereof, and any features thereof made available to paying or non-paying users through application programming interfaces (or “apps,” as such term is commonly understood in the technology industry), and any other product, device or service (including mobile devices), including embeds and playback pages, capable of accessing the videos and audio-only tracks made available on or through the UGC Services websites, even if accessed through a means other than such websites.

(d)display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you (“Materials”), on Our Sites, on the DSP’s sites and services, and in any marketing, advertising or promotional materials for our Service or for the DSPs. Without limiting the foregoing, the DSPs may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorize the same for inclusion within one or more genres;

(e)train or otherwise improve our artificial intelligence and machine learning model(s) related to the Services;

(f)collect income from the DSPs from their exploitation of your Recordings; and

6.2 Ephemeral Copies. You also grant to us and to the DSPs the worldwide right and license to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in these Terms, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those DSPs, as may be amended from time to time. You understand that DSPs may grant to customers rights to use your Recordings, even perpetual rights. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.

6.3 Removal. As noted above, DSPs and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to customers) in our/their reasonable business judgment. We shall not be responsible for the actions of any DSPs, including, without limitation, any failure by DSPs to remove any Recordings and/or Materials.

6.4 Direct License. Additionally, and in no way limiting any rights granted by you herein above, you hereby grant to us a direct license to publicly perform your Recordings (which, solely for purposes of clarity, include the Compositions) on Our Sites. In the event you are affiliated with a performing rights society, performing rights organization or other collection society (“PRO”) to which you have granted the non-exclusive right to administer the public performance rights in and to your Recordings and/or Compositions, you are responsible for notifying each such PRO, in accordance with the requirements of your applicable PRO membership agreement(s), of your agreement to grant the direct public performance license pursuant to this paragraph and as otherwise provided in these Terms.

7. Rights We Grant You

7.1 Right to Use Services. We hereby permit you to use the Services, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.

7.2 Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

(a)download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any proprietary software owned by the Company and deployed for the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;

(b)duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;

(c)use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

(d)use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services or circumvent any rules or restrictions when using the Services;

(e)exploit the Services for any commercial purpose, except as specifically permitted by the Company;

(f)use the Services to create or develop any competing product or services;

(g)access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;

(h)attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;

(i)circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services, including any content filters or other similar measures;

(j)use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;

(k)introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;

(l)impersonate or attempt to impersonate somebody else without their authorization, including by (i) providing Recordings that you do not have authority to use or distribute, (ii) attempting to generate or distribute a Recording that impersonates somebody else without their authorization or (iii) by falsely stating, implying or otherwise misrepresenting your affiliation with any person or entity;

(m)submit, transmit, display, perform, post or store any content that is unlawful, defamatory, infringing, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, abusive, hateful, or cruel, , or otherwise use the Services in a manner that is infringing, obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities;

(n)violate any applicable law or regulation in connection with your access to or use of the Services; or

(o)access or use the Services in any way not expressly permitted by these Terms.

7.3 Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

8. Ownership and Content

8.1 Ownership of the Recordings. Except for the licenses set forth herein, the Company does not assert any copyright or other ownership interest in any of your Recordings (including the Compositions) and/or Materials.

8.2 Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content other than content you post, upload, or submit (including the Recordings, Compositions and Materials) (“Your Content”), including, without limitation, the exclusive right to create derivative works.

8.3 Ownership of Trademarks. The Company’s name, trademarks, and logos, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

8.4 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

8.5 Notice of Infringement – DMCA (Copyright) Policy.

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

(a) identification of the copyrighted work that is claimed to be infringed;

(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;

(c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;

(d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

(e) statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and

(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: eMastered Corporation, Attn: EMASTERED CORPORATION, 4023 Kennett Pike, #50021, Wilmington, DE 19807; or by e-mail to support@emastered.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

9. Third Party Services and Materials

9.1 Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications, software or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. Your access and use of Third Party Materials may be governed by additional terms and conditions of the provider of such Third Party Materials, which you agree to comply with.

10. Disclaimers, Limitations of Liability and Indemnification

10.1 Disclaimers.

(a)Your access to and use of the Services and any Recordings are at your own risk. You understand and agree that the Services and Mastered Recordings are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services and any Recording; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. The Services are not error-free and may generate Mastered Recordings that contain errors or incorrect information. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

(b) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 8.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

(c) THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.

(d)YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

10.2Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party, including through your generation or use of any Recording; (c) your misuse of the Services; (d) Your Content, including any claims by DSPs related to your Recordings; (e) your use of the Distribution Service, including any amounts (including, without limitation, mechanical royalties and synchronization fees) that are or become payable to any third-party royalty participants, owners, administrators, unions, guilds, performing rights or collective management organizations and any other rights holders in connection with the distribution of your Recordings; or (f) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

11. Representations and Warranties

11.1 In addition to the obligations set forth in Section 1.2 above, you represent and warrant to Company that: (i) you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the Company, DSPs, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; (ii) Your Content, does not and will not, and the authorized use thereof by the Company, DSPs and their customers will not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; (iii) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding Your Content or otherwise adverse to full exploitation of all rights and licenses granted hereunder; (iv) the files containing Your Content that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (v) all data, metadata, and information provided by you under or in connection with these Terms is and will be true, accurate and complete, and you agree to update the same promptly as necessary; (vi) you will make, and the Company will not be responsible for, any payments other than those specified in paragraph 1.4(a) above in connection with the Your Content; (vii) you will use Our Sites and Services only in accordance with these Terms and not for any fraudulent, infringing or inappropriate purposes; (viii) any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of Your Content shall be subject to our rights hereunder and the terms and conditions hereof; (ix) there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; and (x) you will not make any claim or bring any legal action related to these Terms, against any DSP or UGC Service so long as such entities are not in violation of the rights you have granted to Company hereunder.

12. Arbitration and Class Action Waiver

12.1PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

12.2 Informal Process First. You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

12.3 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

12.4 Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

(a)disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;

(b)disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

(c)intellectual property disputes.

12.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits

12.6 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@emastered.com. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non- class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

12.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE- PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

13. Additional Provisions

13.1 SMS Messaging and Phone Calls. Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any Offerings. You also understand that you may opt out of receiving text messages from us at any time, either by texting a reply with the word “STOP” using the mobile device that is receiving the messages, or by contacting support@emastered.com. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

13.2 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms

13.3 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. The Company shall not be responsible for failure to delete or deletion of any of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

13.4 Modifications to the Services. The Company has the right, at any time and without liability, to modify, alter, update or eliminate any features, navigation, appearance, functionality and other elements of the Services, and any aspect, portion or feature thereof.

13.5 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

13.6 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

13.7 Miscellaneous. These Terms constitutes the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 9, or if arbitration does not apply, then the state and federal courts located in Wilmington, Delaware.

13.8 How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at support@emastered.com.