TERMS OF USE (UPDATED AND EFFECTIVE AS OF FEBRUARY 15, 2019)

PLEASE READ CAREFULLY

This Terms of Use Agreement (this “Agreement”) is a legal agreement between You (“Artist”, “Licensor”, “Client” and “Licensee”) and Crucial Music Corporation (“Crucial,” “we,” “us,” or “our”) providing, among other things, the terms and conditions for your use of Crucial’s music evaluation, distribution, and licensing service (collectively, the “Crucial Service”), including but not limited to delivery via our web sites www.crucialmusic.com and www.crucialcustom.com (the “Site”) or otherwise.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING, UPLOADING TO AND/OR DOWNLOADING FROM THE CRUCIAL SERVICE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE CRUCIAL SERVICE.

1. Modification. Sometimes changes in the law or changes in the relationships between Crucial and our content providers (including but not limited to artists, song writers, record labels, music publishers, and other third-party rights holders) will require us to modify this Agreement, which we may do from time to time. It is your responsibility to regularly check this Site to determine if there have been changes to this Agreement and to review such changes. When we make changes, we will revise the “updated” date at the top of the Terms of Use. Your continued use of the Site following any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). If you do not agree to the amended Agreement or otherwise cannot comply with it, you must stop using the Crucial Service.

2. Eligibility to Use the Service.

1. In order to use the Crucial Service, you must be at least 18 years of age and a resident of a country in which Crucial is legally authorized to operate the Crucial Service. You represent that you are at least 18 years old, and that you have read, understood, and agree to be bound by this Agreement. If you are not at least 18 years old, or you do not agree to all the terms and conditions of this Agreement, please leave the Site and do not attempt to access or use the Crucial Service.

2. Notwithstanding any descriptions or representations on the Crucial Service, not all the features of the Crucial Service may be available in your country. You are also responsible for providing the Internet service, cable modem, mobile cellular service and any other hardware and software necessary to use the Crucial Service and pay any non-Crucial related service fees associated with such access. Crucial shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of the Site.

3. Registration. It is not necessary to register in order to access some elements of the Crucial Service. However, as an Artist or Licensor, in order to submit your music (master recordings(s) and underlying composition(s) individually and collectively, “Tracks”), for evaluation and potential final acceptance into Crucial’s catalog made available for licensing through the Site, you must register and provide yours and any co-writers’/owners’ accurate, current and complete Full Name(s), Email Address(es), Street Address(es), Phone Number(s), Social Security Number(s) and/or Company Federal ID Number(s), IPI number(s) and PRO Affiliation(s).

As a Client or Licensee, in order to gain access to any downloadable Tracks from the searching portion of the Crucial Service, you must also provide your Full Name, Email Address, Company Name, Title, Street Address, and Phone Number; and your User Account shall be subject to approval for downloading.

All information supplied in connection with the registration process is referred to herein as “Personal Information”. You agree to maintain and promptly update the Personal Information, and any other information you provide to Crucial, to keep it accurate, current and complete.

4. Privacy Policy. Crucial is committed to protecting your privacy. Please refer to our Privacy Policy for information on how we collect, use and disclose Personal Information.

5. Control of Account. You may be enabled to create an account in the Site using a stand-alone registration. You have responsibility for maintaining the confidentiality and security of your account. You agree that you will not allow others to use or access your account. You agree to notify us immediately of any unauthorized use of your password and/or account. You understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure and Crucial cannot guarantee that any Personal Information you submit to us will be free from unauthorized third party intrusion.

6. Your Content. As an Artist or Licensor, you are solely responsible for the profiles, text, music files and other content that you submit, upload, publish or display (hereinafter, “post”) on or through the Site, or transmit to or share with other users of the Crucial Service (collectively the “User Content”). You may not post, transmit, or share User Content on the Site that you did not create or that you do not have permission to post and by posting, transmitting, or sharing such User Content, you represent and warrant that you have all rights thereto. You are prohibited from posting or transmitting any defamatory, libelous, obscene, pornographic, profane, threatening, or unlawful material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. You understand and agree that we may, but are not obligated to, review and accept your User Content and may edit, reject or remove (without notice) any Site Content or User Content in our sole discretion, for any reason or no reason, including without limitation User Content that in our sole judgment violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You also warrant that any “moral rights” in posted materials have been waived. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to us. In addition, you understand and agree that upon execution of a separate licensing agreement between Crucial and yourself, your Tracks will be available for download via the search engine and playlists created by approved Client accounts or playlists created by Crucial and its staff for its Clients. You also acknowledge that third party plugins exist providing downloading capability of any content of which Crucial has no control over, and for which Crucial will not be responsible for.

7. Copyright Infringement. If we receive proper written notification of alleged copyright infringement, we will promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to info@crucialmusic.com containing the following information: .

• Your address, telephone number, and email address;

• A description of the copyrighted work that you claim has been infringed;

• A description of where the alleged infringing material is located;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you choose to request removal of content by submitting an infringement notification, please remember that you are initiating a legal process. Do not make false claims. Misuse of this process may result in the suspension of your account or other legal consequences.

8. Repeat Infringer. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers. We may also in our sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

9. Rights Granted.

1. Subject to the terms and conditions of this Agreement and provided you comply with the terms hereof, Crucial grants to you as a Client or Licensee, a limited, non-exclusive, non-transferable license to access and stream Tracks and subject to the registration requirements set forth in Section 3, download music files (mp3s, wavs, aiffs) containing Tracks via the Crucial Service in legally authorized jurisdictions solely for EVALUATION PURPOSES ONLY, and to otherwise use the Crucial Service made available for free through the Site. Crucial reserves the right to revoke any license as set forth in this Section 9. No other right or interest is granted in or to the Crucial Service or any Tracks. Crucial reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.

2. Except as expressly permitted above, and unless and until you as a Licensee execute a separate master and synchronization license specifically related to the Track(s) concerned and until you pay the fees associated therewith, you expressly agree that you shall not be permitted to synchronize, reproduce, download, archive, distribute, modify, display, perform, publishing, license or otherwise exploit in any way the Tracks or other copyrighted material accessible via the Crucial Service and/or Site.

Additionally, you agree that you will not:

1. make the Crucial Service available over a network (other than Crucial’s network) where it could be used by others;

2. translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Crucial Service, a Crucial application, or any portion thereof except as expressly allowed under applicable law;

3. circumvent any technology used by Crucial or its licensors to protect content accessible via the Crucial Service;

4. rent, lease or sublicense any of the Crucial Service;

5. provide your password to any other person;

6. Harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; or

7. use the Crucial Service in any way that violates the terms of this Agreement.

8. ANY USE OF THE CRUCIAL SERVICE NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

10. Changes to Crucial Service. From time to time, Crucial may make changes or updates to the Crucial Service, either at no cost or subject to additional fees, in Crucial’s sole discretion. Such changes or updates may include additional functionality or conversely, new limitations on your use of the Crucial Service. In certain circumstances, such as in the case of a security problem, Crucial may require you to install an update to certain software in order to continue using the Crucial Service. Notwithstanding anything else contained in this Agreement, Crucial will have no obligation to continue making the Crucial Service available or producing or releasing new versions of the Crucial Service or any updates thereto, or to continue making any portion of the Crucial Service free of charge. Crucial may also terminate your use of and access to the Crucial Service at any time, with or without notice to you.

11. Proprietary Rights.

1. You as a Client or Licensee acknowledge that Crucial, and its Artists and Licensors, retain all rights, title and interest in and to all copyrights, trademarks, trade secrets, patents and any other proprietary rights in the Crucial Service, the software and APIs comprising the Crucial Service, and all content therein, specifically including but not limited to all Tracks. Crucial, its design logo, as well as certain other Crucial trademarks, service marks, graphics, and logos, are the registered trademarks or trademarks of Crucial. The Crucial Service may also contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Crucial trademarks or the trademarks of any third party. Any unauthorized use of the foregoing may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.

2. The Crucial Service is owned or licensed by Crucial and is protected by the copyright laws of the United States and other countries in which the Crucial Service is made available. You cannot sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

12. Disclaimers. EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:

1. THE CRUCIAL SERVICE (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU “AS IS.” ANY USE OF THE CRUCIAL SERVICE WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRUCIAL DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CRUCIAL MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE CRUCIAL SERVICE WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND CRUCIAL DISCLAIMS ANY LIABILITY RELATING THERETO.

2. CRUCIAL MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE CRUCIAL SERVICE WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, CRUCIAL MAY MODIFY, SUSPEND, OR DISCONTINUE THE CRUCIAL SERVICE (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER CRUCIAL ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE CRUCIAL SERVICE, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

3. SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE CRUCIAL SERVICE MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT CRUCIAL ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

13. Limitations of Liability. EXCEPT FOR ANY APPLICABLE LIABILITIES OR REMEDIES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:

1. IN NO EVENT WILL CRUCIAL BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF CRUCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CRUCIAL OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

2. CRUCIAL’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF TEN U.S. DOLLARS (US $10.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE APPLICABLE CRUCIAL SERVICE AT ISSUE WITHIN THE PREVIOUS CALENDAR YEAR.

14. Indemnification. You will indemnify and hold Crucial, its directors, officers, employees, agents and licensors harmless with respect to any suits or claims arising out of your breach of this Agreement, including but not limited to, any infringement by you of the intellectual property of any third party, or any third party claims arising out of your use or misuse of the Crucial Service.

15. Governing Law. By visiting or using the Site, you agree that the laws of the State of Tennessee, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree to not commence or prosecute any action in connection therewith other than in the state and federal courts located in Nashville, Davidson County, Tennessee, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts located in Nashville, Davidson County, Tennessee.

16. Dispute Resolution.

1. For any dispute (excluding claims for injunctive or other equitable relief or any claim or dispute related to the enforcement or validity or either party’s intellectual property rights) where the total amount of the award sought is less than $10,000, the parties shall resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. The parties shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (iii) any judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction; and (iv) the decision of the arbitrator will be final except for a limited right of appeal under the Federal Arbitration Act. Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action

2. In the event of a dispute, you or Crucial must give the other a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute by certified or registered mail (return receipt requested) or overnight courier providing delivery confirmation to Crucial Music, 12031 Ventura Blvd. Ste. 2, Studio City, CA 91604, with a courtesy copy to Keller Turner Andrews & Ghanem, PLLC, 20 Music Square West, Suite 200, Nashville, Tennessee 37203, Attn: Jason L. Turner.

3. Crucial will send any notice of dispute to you by certified or registered mail (return receipt requested) or overnight courier providing delivery confirmation to your address if we have it, or otherwise to your email address. The parties will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, either you or Crucial may commence arbitration.

4. Neither you nor Crucial will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

5. If the class action waiver set forth herein, or any other provision of this Section 15, is found to be illegal or unenforceable as to all or some aspects of a dispute, then that section will not apply to those aspects. Instead, those aspects will be severed and proceed in a court of law, with the remaining aspects proceeding in arbitration, and the remainder of this Section 17 will remain in full force and effect.

17. Third-Party Links. The Crucial Service may present links to third-party Web sites or third-party services not owned or operated by us. We are not responsible for the availability of these third-party sites or services or their contents. It is your sole responsibility to comply with the appropriate terms of service of the third-party sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such sites and any content contained thereon. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or services or goods or services available through any such third-party site or service.

18. Notifications. Crucial may provide notifications per our Privacy Policy, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on the Site, as determined by Crucial in its sole discretion. Crucial reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in our Privacy Policy.

19. Acknowledgement. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

If you have any questions concerning this Agreement or need technical support, you can contact Crucial support by emailing info@crucialmusic.com.


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