LIMITED LICENSE AGREEMENT
This Limited License Agreement (this “Agreement”), dated as of your subscription
purchase date (the “Effective Date”), by and between SOUNDRAW INC. (“SOUNDRAW”)
and you (“User”), sets forth the terms and conditions of SOUNDRAW’s non-exclusive limited
license to User of one (1) or more musical compositions (each, a “SOUNDRAW Composition”)
and each as embodied in a sound recording(s) (each, a “SOUNDRAW Recording”) as generated
and accessible on and through SOUNDRAW’s online platform (the “Platform”). SOUNDRAWand User will each individually be referred to as a “Party” and collectively as the “Parties.”
In consideration of the mutual covenants and agreements contained herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby mutuallyacknowledged, the Parties hereby mutually agree as follows:1.

Subscription Fee. On a monthly or annual basis (as selected by User), User will pay to
SOUNDRAW a non-refundable subscription fee stated on the Platform as of the Effective
Date (as applicable, the “Subscription Fee”) for the “License” (as defined below).
Notwithstanding the foregoing, SOUNDRAW will have the right to change, in
SOUNDRAW’s sole discretion, the Subscription Fee from time to time (“Fee Change”),
provided that SOUNDRAW will notify User by email and/or via User’s account on the
Platform with at least thirty (30) days’ notice before the Fee Change takes effect.

2.

Subscription Period. Each period that User subscribes to access the License by paying
the Subscription Fee is referred to herein as a “Subscription Period.” The Subscription
Period will automatically renew, and User will be charged the Subscription Fee for the
next Subscription Period, unless User has canceled User’s subscription prior to the nextbilling date, as described in Section 11.a. below.

3.

License.
a.

Grant of License. Subject to User’s compliance with the conditions, restrictions
and limitations set forth in this Agreement (including User’s payment of the
Subscription Fee) and provided that User is not in breach or default of thisAgreement, SOUNDRAW will grant to User the non-exclusive, non-transferable
and non-assignable limited license (the “License”) to:i.

access up to thirty (30) SOUNDRAW Recordings per month during the
Subscription Period and create solely one (1) or more derivative soundrecordings based on each such SOUNDRAW Recording and theapplicable SOUNDRAW Composition (each, a “User Recording”);

ii.

distribute the User Recording(s) to one (1) or more digital musicstreaming services, such as Spotify, Apple Music, Tidal, iTunes, andAmazon Music during the “Exploitation Period” (as defined below),
provided that the User will not register the User Recordings with any
content identification system or provider of user-generated content
identification services, including a music distribution service, record label-1-and/or digital aggregator, including, for example, TuneCore, Distrokid, or
CD Baby;iii.

reproduce the User Recording(s) in physical form, including, CD-ROM,Vinyl, cassette, in unlimited amounts and sell the same.

iv.

promote the User Recordings in any media during the Exploitation Period;v.

synchronize the User Recordings in time relation to one (1) or moreaudiovisual works owned or controlled by User during the Exploitation
Period; andvi.

publicly perform the User Recordings on digital or terrestrial radio orotherwise during the Exploitation Period.

The Parties hereby acknowledge and agree that following the expiration of the
Subscription Period, User will not be permitted to access the License for any new
SOUNDRAW Recording, provided that User will be permitted to exploit the User
Recordings in accordance with the License during the Exploitation Period.
“Exploitation Period” means in perpetuity unless this Agreement is terminated pursuant
to Section 11.b. below, in which event the Exploitation Period will expire upon
the effective date of such termination.
b.

License Proceeds. Subject to User’s compliance with the conditions, restrictions
and limitations set forth in this Agreement (including User’s payment of the
Subscription Fee) and provided that User is not in breach or default of thisAgreement, User will not be required to account or pay to SOUNDRAW any
royalties, fees, monies or other proceeds paid to or collected by User pursuant to
the License (but at all times excluding the mechanical royalties payable
therefrom).

c.

Restrictions. User hereby acknowledges and agrees that, except for the License,
no other rights or license, express or implied, are granted by SOUNDRAW toUser pursuant to this Agreement. The authority conferred with respect to
SOUNDRAW Recordings, SOUNDRAW Compositions, and/or User Recordings
under this Agreement is strictly limited to the use thereof in the manner expressly
set forth herein. All rights not expressly granted by SOUNDRAW to User under
this Agreement are expressly reserved solely to SOUNDRAW. Without limiting
the generality set forth in the foregoing sentences, User is prohibited from taking
any action(s) and from engaging in any use of the SOUNDRAW Recordings,
SOUNDRAW Compositions, and/or User Recordings in the manners, or for the
purposes, set forth below:i.

The License granted to User is non-transferrable and User will not assign
the License, in whole or in part to any third part;

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4.

ii.

Except as expressly provided for in Section 3.a.v above, User will notsynchronize SOUNDRAW Recordings, SOUNDRAW Compositions,
and/or User Recordings, in whole or in part, in time relation to any
audiovisual works without SOUNDRAW’s prior written approval in each
instance, including on third party commercials, television, films, movies,
theatrical works, video games, etc.,

iii.

User will not engage in any unlawful reproduction, copying, streaming,
duplicating, selling, lending, renting, hiring, broadcasting, uploading, or
downloading to any database, servers, computers, peer to peer sharing, orother filesharing services, posting on websites, or distribution of the
SOUNDRAW Recordings and/or SOUNDRAW Compositions in theform, or a substantially similar form, as delivered to User, provided that
User may send the SOUNDRAW Recordings to any musician, engineer,studio manager or other individual engaged by User to create or produce
the User Recordings.

iv.

USER IS EXPRESSLY PROHIBITED FROM REGISTERING THE
SOUNDRAW RECORDINGS AND/OR USER RECORDINGS WITHANY CONTENT IDENTIFICATION SYSTEM OR PROVIDER OF
USER-GENERATED CONTENT IDENTIFICATION SERVICES,INCLUDING, A MUSIC DISTRIBUTION SERVICE, RECORD LABELOR DIGITAL AGGREGATOR, INCLUDING, FOR EXAMPLE,TUNECORE, DISTROKID, OR CD BABY.

v.

User will not create or authorize others to create any derivative work
based on the SOUNDRAW Recordings, SOUNDRAW Compositions,
and/or User Recordings, in whole or in part, without SOUNDRAW’s priorwritten approval in each instance.

vi.

The License does not extend to any third party sound recordings, musicalcomposition, and/or other works.

vii.

User will be responsible to obtain and maintain all necessary licenses,
approvals, consents and permissions in connection with any third party
materials, ideas, other intellectual properties or elements incorporated byUser and embodied in the User Recordings.

Distribution service.
a.

Recording Royalties and Distribution Fee. SOUNDRAW shall retain ten percent(10%) of the royalties generated from the tracks distributed via its platform,
including those distributed through third-party services integrated with theplatform. This amount shall be withheld as a "Distribution Fee" to cover
operational and associated costs incurred by the platform.

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b.

c.

5.

Conditions of Use and Access for Distribution. The account holder shall bear sole
responsibility for all submissions made to SOUNDRAW's music distribution
service.
i.

The account holder shall be liable for the accuracy, quality, legality, andappropriateness of all content uploaded. SOUNDRAW neither endorses
nor assumes any liability for user-generated content and hereby disclaims
any liability arising from the use of the service. The service shall not be
used to compete with SOUNDRAW.

ii.

The account holder must possess all necessary rights to their submissions
and must have obtained any requisite permissions to grant SOUNDRAW
the necessary rights. Any suspected fraudulent, abusive, or illegal activity
may result in the immediate termination of services and reporting to theappropriate authorities.

iii.

In the event that you cancel or delete your SOUNDRAW account, thegeneration of royalties from your songs shall cease effective from the dateyour subscription terminates. You shall remain entitled to collect any
royalties accrued by your songs up to the termination date of yoursubscription.

Cancellation of subscription and account deletion. In the event that you elect toalter or cancel your subscription to any plan providing access to our music
distribution service, your access to said service shall be discontinued.
i.

Consequently, all distributions will cease. Upon resumption of your annual
Artist plan, access to your songs and the ability to redistribute them will bereinstated.

ii.

Deleting your account shall result in the loss of access to the music
distribution service. Any songs that have been uploaded and distributed
will be permanently deleted.

User Compositions.
a.

Except for the SOUNDRAW Composition(s) which will remain owned by
SOUNDRAW, the Parties hereby acknowledge and agree that the underlying
musical composition(s) that comprise each of the User Recordings (each, a “User
Composition”), including the so-called “writer’s share” and “publisher’s share”,
will be owned and controlled by SOUNDRAW and User as co-authors or
co-writers in accordance with the following ownership split: fifty percent (50%)
to SOUNDRAW (the “SOUNDRAW Share”) and fifty percent (50%) to User(the “User Share”). User hereby grants to SOUNDRAW an irrevocable right andlicense to reproduce, distribute, publicly perform, license, and otherwise exploit
the User Compositions. Without limiting the generality of the foregoing,
SOUNDRAW will acquire fifty percent (50%) of, and will therefore own fifty-4-percent (50%) of, all right, title and interest in and to each of the User
Compositions throughout the universe in perpetuity.

6.

b.

SOUNDRAW will be the sole and exclusive administrator of the SOUNDRAW
Share, and User will be the sole and exclusive administrator of the User Shareunless otherwise agreed between the Parties pursuant to a separate agreement.

c.

SOUNDRAW will issue to User and User’s licensees a mechanical license for the
SOUNDRAW Share of User Compositions (each, a “Controlled Composition”)
for payment equal to the full statutory or collection society rate from time to timein the country of sale without deductions without regard to mechanical “caps”.
SOUNDRAW hereby grants to User a worldwide and royalty-free license(including a first-use license) during the Exploitation Period to reproduce each of
the Controlled Compositions which is embodied on the User Recordings inpromotional-only videos, including (i) audio-visual works that contain only the
lyrics to the musical composition embodied in the User Recordings, (ii) any
so-called “making-of” or “behind the scenes” audio-visual works, and (iii) any
other format of an audio-visual work, provided that the foregoing uses are solely
for promotional purposes in connection with the applicable Controlled
Composition, without payment to User and/or any third parties with respect tothose promotional uses, provided that User does not receive any compensation inconnection therewith.

d.

In the event that User desires to register the User Share of User Compositions
with User’s Performing Rights Organization (“PRO”), User will first provide
written notice thereof to SOUNDRAW with User’s PRO information and titles of
the User Composition. Thereafter, when registering the User Share of User
Composition with User’s PRO, User will simultaneously identify and register the
SOUNDRAW Share and SOUNDRAW’s ownership interest in the User
Compositions to indicate SOUNDRAW as the writer and owner of fifty percent(50%) of the so-called “writer’s share” of the User Compositions, and as theowner of fifty percent (50%) of the so-called “publisher’s share” of the User
Compositions.

Ownership.
a.

SOUNDRAW Recordings/SOUNDRAW Compositions/User Compositions. The
Parties hereby acknowledge and agree that SOUNDRAW owns all rights, title andinterest of every kind or nature, in perpetuity throughout the universe in all
languages, format and media, whether now known or hereafter devised in and to
the SOUNDRAW Recordings, SOUNDRAW Compositions, and the
SOUNDRAW Share of User Compositions, and all allied, ancillary, andsubsidiary rights related thereto.

b.

User Recordings. Each of the User Recordings and all of the results and proceedsof the services or contributions of every kind heretofore rendered by and hereafter
to be rendered by User in connection therewith, excluding the User Compositions-5-

(collectively, the “Results and Proceeds”), are and will be deemed a “work madefor hire” specially ordered or commissioned by SOUNDRAW within the meaningof the U.S. Copyright Act, as amended, and all similar laws worldwide, with
SOUNDRAW being deemed the sole and exclusive author and owner of all rights,
title and interest of every kind or nature, forever throughout the universe in all
languages, format and media, whether now known or hereafter devised in and to
the User Recordings, the Results and Proceeds, and all allied, ancillary, andsubsidiary rights related thereto (collectively, the “Rights”), including theexclusive rights to all copyrights in and to the User Recordings and/or the Results
and Proceeds and all extensions, renewals, applications, filings and registrations
for same, and all rights to use, exploit, transmit, broadcast, distribute, exhibit,
license, sell, reproduce, display, create derivative works from, combine with othermaterials, add to, delete from, translate, reformat, publicly perform, use clips
from, subtitle in any language, advertise, market, monetize, turn account,promote, and sell advertisements in connection with, in perpetuity, the User
Recordings and the Results and Proceeds. If, under any applicable law, theforegoing provision is not effective to place authorship and ownership of the User
Recordings, the Results and Proceeds and all Rights therein in SOUNDRAW, or if
it is determined that the User Recordings or any part thereof does not constitute a“work made for hire” for SOUNDRAW within the meaning of the U.S. CopyrightAct, as amended, or any similar law worldwide, then to the fullest extent
allowable and for the full term of protection otherwise accorded to User undersuch applicable law, User hereby irrevocably and exclusively assigns to
SOUNDRAW all Rights in and to the User Recordings and the Results andProceeds. User hereby irrevocably waives the benefits of any provision of law
known as “droit moral,” “moral rights,” or any similar rights or principles of law
in any country of the world which User may now or later have in the User
Recordings and/or the Results and Proceeds, and User agrees not to institute or
permit any action or lawsuit on the grounds that the User Recordings and/or the
Results and Proceeds or any other work based upon the User Recordings and/or
the Results and Proceeds constitutes an infringement or violation of User’s droit
moral or is in any way a defamation or mutilation of the User Recordings and/or
the Results and Proceeds. User hereby assigns to SOUNDRAW forever all rental
and lending rights under national laws (whether implemented pursuant to the EC
Rental and Lending Rights Directive or otherwise) to which User may now be or
hereafter become entitled with respect to the User and/or any other works based
upon the User Recordings, the Results and Proceeds and/or any derivative works
derived therefrom. User will, upon SOUNDRAW’s request, execute, acknowledge
and deliver to SOUNDRAW such additional documents as SOUNDRAW may
deem necessary to evidence and effectuate SOUNDRAW’s rights hereunder, andUser hereby grant to SOUNDRAW the right as attorney-in-fact to execute,acknowledge, deliver and record in the United States Copyright Office orelsewhere any and all such documents if User fails to execute same within five (5)business days after SOUNDRAW’s written request therefor. User will not in any
event claim any reversionary right under the United States Copyright Act Section-6-

203, or otherwise in connection with the User Recordings and/or the Results andProceeds.
7.

8.

Credit.
a.

During the Exploitation Period, SOUNDRAW will grant to User the
non-exclusive right to use SOUNDRAW’s name and pre-approved trademarks(the “SOUNDRAW Marks”), solely in connection with its use of the User
Recordings as permitted pursuant to this Agreement. Notwithstanding theforegoing, SOUNDRAW Marks will not be used in any manner that suggests or
implies a sponsorship of and/or endorsement by SOUNDRAW of any brand,
product, service, cause, or event (excluding SOUNDRAW, the Platform, or
SOUNDRAW’s services or products). User will accord SOUNDRAW thefollowing production credit, on the jackets, labels, metadata (wherever permitted),
and/or liner notes of all records embodying the User Recordings, and on videos
and audio-visual exploitations of the User Recordings, and in all national tradeand consumer advertisements, including Billboard “strip ads,” and their digital
equivalents, featuring the User Recordings in all configurations, and where anyother producer credits appear or customarily appear, but only to the extent suchadvertisements pertain to the User Recordings, which will be in substantially thefollowing form: “Produced by SOUNDRAW”.

b.

User will notify all distributors of the User Recordings in writing of the credit
obligations set forth herein. User will promptly fix, or notify any third party
distributor to fix, the production credit of the User Recordings.

c.

User hereby acknowledges that it has no interest, and that this Agreement does
not grant any interest in, the SOUNDRAW Marks, except for the license therein
as provided herein, and that User will not take any action or fail to take any actionthat could impair the SOUNDRAW’s rights to SOUNDRAW Marks.

Representations And Warranties. User warrants, represents, covenant and agrees asfollows:a.

User has the right, power and authority to enter into this Agreement, to fully
perform User’s obligations set forth herein and to grant the rights granted herein
without the consent or approval of any other person or entity.

b.

User has reached the legal age of majority in User’s jurisdiction.

c.

User will not “interpolate”, “quote from”, “sample”, “borrow” or otherwise adapt
any (i) copyrighted words or copyrighted selections owned or controlled by third
parties, and/or (ii) copyrighted sound recordings (including any sounds
accompanying copyrighted audiovisual works) owned or controlled by third
parties in connection with the User Recordings without full clearances.

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d.

All registration and account information submitted and/or made available to
SOUNDRAW through the Platform is truthful and accurate and that User will bemaintained and promptly updated to ensure its accuracy.

e.

All of the Results and Proceeds as embodied on the User Recordings, are originaland none of the materials furnished solely by User and embodied on the User
Recordings or any use thereof does not and will not violate any law or infringe
upon or violate the rights of any third party (including contractual rights,
copyrights and rights of privacy and publicity) and no adverse claim exists
thereon;f.

User has obtained or will obtain and maintain all necessary licenses, approvals,consents and permissions in connection with the materials, ideas, otherintellectual properties or elements incorporated by User and embodied in the User
Recordings;

g.

SOUNDRAW will not be required to make any payments of any nature for, or inconnection with, the acquisition, exercise or exploitation of rights by
SOUNDRAW pursuant to this Agreement;h.

To the extent of User’s contributions embodied on the User Recordings, including
contributions embodied on the User Recordings from any third party engaged byUser, the User Recordings were created non-union and will not be subject to any
collective bargaining agreement;i.

User is not under any disability, restriction or prohibition respecting musicalworks that User may produce for SOUNDRAW; andj.

User will not access or remain on the Platform fraudulently, or to hinder or alter
its performance, in particular by introducing viruses, Trojan horses, worms, logic
bombs or any other program that may cause damage to the Platform and any users
thereof;k.

User will not use, or authorize others to use, any of Platform, SOUNDRAW
Recordings, SOUNDRAW Compositions, User Recordings, and/or User
Compositions, in whole or in part, for purposes of training any artificial
intelligence and/or machine learning platforms, applications, models or
algorithms (whether via the development or modification of a dataset, scraping or
reproducing the data contained in any of Platform, SOUNDRAW Recordings,
SOUNDRAW Compositions, User Recordings, and/or User Compositions, feature
extraction methodologies or otherwise), or in connection with any data,
information, content and/or materials generated or developed by, with or resulting
from the use of any artificial intelligence and/or machine learning platforms,
applications, models or algorithms.

l.

All of User’s representation and warranties will be true and correct upon
execution hereof and will remain in effect in perpetuity.

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9.

Disclaimer and limitation of liability.
a.

THE
PLATFORM,
SOUNDRAWRECORDINGS,
SOUNDRAWCOMPOSITIONS,CONTENT, PRODUCTS, INFORMATION, AND/ORSERVICES MADE AVAILABLE ON, THROUGH OR IN CONNECTION
THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION
OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR
ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THATANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONSWILL BE AVAILABLE OR PERFORM AS DESCRIBED.

b.

USER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENTPERMISSIBLE BY LAW, SOUNDRAW SHALL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN
CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR
FROM
THIS
AGREEMENT,INCLUDINGCOMPENSATORY,CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVEDAMAGES.

10.

Indemnity. User will indemnify, defend (at SOUNDRAW’s election) and hold the
SOUNDRAW, its affiliates, successors and assigns and each of its and their officers,
directors, employees, representatives and agents harmless from and against any and all
claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’
fees and disbursements), arising in any way out of or in connection with (a) User’s breachor violation of this Agreement or any applicable law, rule or regulation, (b) User’s use of
the Platform, and/or (c) any of User’s negligent, tortious or fraudulent actions oromissions. SOUNDRAW reserves the right to assume the exclusive defense and control
of any matter subject to indemnification by User and all negotiations for its settlement orcompromise, and User agrees to fully cooperate with SOUNDRAW upon its request.

11.

Force Majeure. If SOUNDRAW’s activities are interrupted or prevented, directly or
indirectly, by matters beyond the control of SOUNDRAW including floods, fires,
earthquakes, accidents, pandemic, epidemic, governmental order (including any
government-mandated “stay at home” or similar order) or regulation, judicial order(whether imposed on an industry-wide basis or affecting only SOUNDRAW), othergovernmental acts or directives, strikes or labor strife, power or service outages, war,
civil unrest, acts of terror, transportation delays, shortages of raw materials, acts of God,and errors, acts or omissions of any other person or entity (“Force Majeure Event”),
SOUNDRAW will not be deemed to be in breach of, or liable for any failure or delay inperforming its obligations under this Agreement. In the case of a Force Majeure Event,
SOUNDRAW will have the right to suspend or terminate this Agreement and, if
suspended, the running of time hereunder so long as any such Force Majeure Event willcontinue and will use commercially reasonable efforts to resume performance as soon aspracticable. A suspension for a Force Majeure Event will be deemed to continue until
there is no longer a Force Majeure Event.

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12.

Termination.
a.

b.

User Termination of Subscription.
i.

User may terminate User’s subscription at any time via the Platform.

ii.

User’s termination of User’s subscription will take effect at the end of the
Subscription Period during which User notified SOUNDRAW that User
wishes to terminate User’s subscription.

iii.

User’s termination of a subscription does not affect User’s obligation to
pay for the remainder of then-current Subscription Period, and does notentitle User to a refund of any Subscription Fee paid in advance for theremainder of the Subscription Period.

SOUNDRAW’s Termination. Without limiting SOUNDRAW’s rights andremedies, SOUNDRAW will have the right to terminate this Agreement and/or
License, in whole or in part, (i) without cause; (ii) if there is a disability or deathof User; (iii) if there is a breach or default of this Agreement; (iv) if there is an
event of Force Majeure; or (v) if User commits a “Morals Clause Violation” (asdefined below). No termination hereunder will affect the rights licensed or
granted to SOUNDRAW in this Agreement or the representations, warranties, orindemnification obligations set forth in the Agreement. In the event of any
termination of this Agreement, SOUNDRAW is hereby relieved of any and all
further obligations to User under this Agreement.

13.

Morals Clause / No Disparagement. User acknowledges and agrees that it will
constitute a material breach of this Agreement if, during the Exploitation Period, User (a)is arrested for or charged with a crime involving moral turpitude; (b) is convicted of or
pleads guilty or nolo contendere to a felony; (c) makes disparaging, derogatory or
defamatory remarks about any of the SOUNDRAW, Platform, SOUNDRAW Recordings,
and/or SOUNDRAW Compositions; (d) fails to act with due regard to social conventions
or public morals or decency; or (e) commits any act which degrades User or
SOUNDRAW or which brings User or SOUNDRAW into public disrepute, contempt,
scandal or ridicule or shocks, insults or offends the community (each, a “Morals Clause
Violation”).

14.

Binding Arbitration and Class Action Waiver.
a.

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM
WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.

b.

Neither User nor SOUNDRAW will seek to have a dispute heard as a class action
or private attorney general action or in any other proceeding in which either Party
acts or proposes to act in a representative capacity. No arbitration or proceeding
can be combined with another without the prior written consent of all Parties tothe arbitrations or proceedings.

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c.

User and SOUNDRAW agree to arbitrate, as provided below, all disputes between
the Parties (including any related disputes involving SOUNDRAW, its
subsidiaries or its affiliates), that are not resolved informally, except disputes
relating to the ownership or enforcement of intellectual property rights.

d.

“Dispute” includes any dispute, action, or other controversy, whether based on
past, present, or future events, between User and SOUNDRAW concerning thisAgreement, whether in contract, tort, warranty, statute, regulation, or other legal
or equitable basis.

e.

User and SOUNDRAW empower the arbitrator with the exclusive authority toresolve any dispute relating to the interpretation, applicability or enforceability of
the Agreement or the formation of this contract, including the arbitrability of any
dispute and any claim that all or any part of the Agreement are void or voidable.

f.

In the event of a dispute, User or SOUNDRAW must send to the other Party a
notice of dispute, which is a written statement that sets forth the name, address,and contact information of the Party giving the notice, the facts giving rise to thedispute, and the relief requested. This notice of dispute must be sent to
SOUNDRAW, 1-16-6 Dogenzaka, Shibuya-ku, Tokyo Futaba Building 3F,
Attention: Legal Department, by an internationally-recognized mail service (e.g.,
Federal Express), overnight courier, or certified or registered mail, postage
pre-paid, return receipt requested.

g.

SOUNDRAW will send any notice of dispute to User at the contact information it
has for the concerned User. The Parties will attempt to resolve a dispute throughinformal negotiation within sixty (60) days from the date the notice of dispute issent. After that sixty (60) day period and not before, the Parties may commence
an arbitration proceeding. User may instead litigate a dispute in small claims court
if the dispute meets the requirements to be heard in small claims court, whether or
not the Parties negotiated informally first.

h.

If User and SOUNDRAW do not resolve a dispute by informal negotiation or insmall claims court, the dispute will be resolved by binding arbitration before aneutral arbitrator whose decision will be final except for a limited right of appeal
under the U.S. Federal Arbitration Act. USER UNDERSTANDS ANDACKNOWLEDGES THAT USER IS GIVING UP THE RIGHT TO LITIGATEA DISPUTE IN COURT BEFORE A JUDGE OR JURY.

i.

Arbitration will be administered by JAMS Mediation, Arbitration and ADR
Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules
and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about
how to initiate an arbitration are available at www.jamsadr.com or
1-800-352-5267. Arbitration may be conducted in person, through the submissionof documents, by phone, or online. Proceedings that cannot be conducted throughthe submission of documents, by phone, or online, will take place in the State andCounty of New York, provided, however, that if circumstances prevent User from-11-

traveling to New York, JAMS may hold an in-person hearing in User’s hometown
area.

15.

j.

User and SOUNDRAW agree to submit to the exclusive jurisdiction of the Stateand Federal Courts situated in the State and County of New York in order tocompel arbitration, to stay proceedings pending arbitration, or to confirm, modify,
vacate, or enter judgment on the award entered by the arbitrator. The arbitrator
may award damages to User individually as a court could, including declaratory
or injunctive relief, but only to the extent required to satisfy User’s individual
claim.

k.

In accordance with the JAMS Rules, the Party initiating the arbitration (either
User or SOUNDRAW) is responsible for paying the filing fee. However, if thearbitrator issues User an award of damages and: (i) that award is greater than theamount of SOUNDRAW’s last written settlement offer; or (ii) if SOUNDRAW
did not make a settlement offer, then in addition to paying for any JAMS CaseManagement Fees and all professional fees for the arbitrator’s services,
SOUNDRAW will reimburse User for the filing fees he/she incurred.

l.

Except as provided above with respect to jurisdiction in the State and County of
New York, nothing in this arbitration provision will be construed as consent by
SOUNDRAW to the jurisdiction of any other court with regard to disputes, claims
or controversies unrelated to the Services or the Agreement.

Governing Law and Jurisdiction.
a.

This Agreement is governed by, construed and enforced in accordance with theinternal substantive laws of the State of New York (notwithstanding such state’s
conflict of laws provisions) applicable to contracts made, executed and wholly
performed in New York.

b.

Informal conflict resolution.

c.

i.

The Parties agree to use reasonable effort to sort any dispute or conflict
informally before filing a claim against SOUNDRAW by contacting
legal@soundraw.co.jp.

ii.

The Parties will work in good faith to resolve the dispute or conflict.

iii.

If a dispute is not resolved within three (3) months, either of the Parties
may choose to bring a formal proceeding according to Sections 13 and14.c.

Governing jurisdiction.
i.

Both Parties agree that any judicial proceeding brought to resolve a claim
regarding the Agreement will be brought in the federal and state courts
located in the State and County of New York (notwithstanding such state’s-12-conflict of laws provisions). User may not object to such jurisdiction orvenue on the grounds of lack of personal jurisdiction, forum,
non-convenience or otherwise.

16.

ii.

These provisions apply to the extent that the arbitration and waiver
provisions set forth in the Agreement are not applicable.

iii.

If User resides in a country (e.g., Member State of the European Union)
which has enforceable laws giving him/her the right to bring disputes tothe national courts of User’s country, the provisions mentioned in thisparagraph will be analyzed in light of User’s rights and will not infringe
such laws.

Miscellaneous.
a.

User’s use of the Platform is governed by SOUNDRAW’s “Terms of Service,”“Privacy Policy,” and SOUNDRAW’s user or platform documentations, guides,
guidelines, policies, protocols, specifications and/or any other similar
documentations made available to User in connection with the Platform(collectively, “Documentations”). Client hereby acknowledges that
SOUNDRAW’s “Terms of Service,” “Privacy Policy,” and/or each ofDocumentations may be amended by SOUNDRAW from time to time in
SOUNDRAW’s sole and absolute discretion. Notwithstanding the foregoing, inthe event of a conflict between the terms of this Agreement, on the one hand, andthe terms of SOUNDRAW’s “Terms of Service,” “Privacy Policy,” and/or each ofDocumentations, on the other hand, the terms of this Agreement will control.

b.

SOUNDRAW may assign this Agreement or any of SOUNDRAW’s rights
hereunder or delegate any of SOUNDRAW’s obligations hereunder, in whole orin part, to any person, firm or corporation, in its sole and absolute discretion. User
will not delegate any of User’s obligations hereunder or assign this Agreement
without SOUNDRAW’s prior consent in each instance.

c.

Headings are for convenience only and are not to be considered in construing orinterpreting this Agreement. The terms “include,” “includes,” and “including,”
whether or not capitalized, mean “include, but are not limited to,” “includes, but
is not limited to,” and “including, but not limited to,” respectively and are to beconstrued as inclusive, not exclusive.

d.

User acknowledges and agrees that User’s services hereunder are of a special,unique, intellectual and extraordinary character which gives them peculiar value,
and that if User breaches any term hereof, SOUNDRAW may be caused
irreparable injury which cannot adequately be compensated by money damages.
As a matter of right, without further notice to User, SOUNDRAW will be entitled
to seek injunctive relief and other equitable relief to prevent the violation of anyof the provisions of this Agreement, in addition to any rights that SOUNDRAW
may have to damages or other relief. User’s sole and exclusive remedy for-13-

SOUNDRAW’s breach or default under this Agreement will be an action at law
against SOUNDRAW to recover monetary damages actually suffered, if any (butno special, consequential or punitive damages), and User hereby irrevocably
waives any right to equitable or injunctive relief or to terminate or rescind any of
the rights, releases or privileges granted hereunder to SOUNDRAW or restrain
SOUNDRAW’s exercise of any of the rights granted to SOUNDRAW herein.
e.

User’s representations and warranties, indemnification obligations hereunder willsurvive the termination of this Agreement and any grant of rights by User
hereunder will not be affected, limited or terminated in any way by termination orcancellation of this Agreement for any reason.

f.

The waiver by SOUNDRAW of any breach of any provision of this Agreement
does not waive any other breach. The failure of SOUNDRAW to insist on strict
performance of any covenant or obligation in accordance with this Agreement
will not be a waiver of that SOUNDRAW’s right to demand strict compliance inthe future, nor will the same be construed as a novation of this Agreement.

g.

If any part of this Agreement is found to be illegal, unenforceable, or invalid, theremaining portions of this Agreement will remain in full force and effect.

h.

User will at all times keep confidential (and ensure that all persons acting on eachUser’s behalf keep confidential), and will not use in any manner that is
detrimental to the SOUNDRAW’s interests, the following: any information
relating to or the terms of this Agreement, and all other information relating to thebusiness of SOUNDRAW or any related or affiliated entity or individual thereof(collectively, the “Confidential Information”). User will have a continuing duty,
which will survive the termination of this Agreement, to not disclose any
Confidential Information to any person or entity in any manner.

i.

No action or omission by SOUNDRAW will constitute a breach of thisAgreement unless and until User first notifies SOUNDRAW in writing in detail ofsuch breach or alleged breach and SOUNDRAW fails to cure that breach or
alleged breach within thirty (30) days after receipt of such notice.

j.

This document sets forth the entire agreement between User and SOUNDRAW
with respect to the subject matter hereof and may not be modified except by awritten agreement signed by both Parties.

k.

User, in the performance of all services hereunder, will be an independent
contractor and not an employee of SOUNDRAW and nothing herein contained
will constitute a partnership, a joint venture, agency or employment relationshipbetween User and SOUNDRAW. No Party hereto will hold itself out contrary to
the terms of this paragraph, and neither Party will become liable for any
representation, act, or omission of the other contrary to the provisions hereof.

l.

This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered will be deemed an original and all of which,-14-when taken together, will constitute one and the same instrument. Scanned andelectronic signatures provided hereto will be deemed original for all purposes
hereunder.

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