Terms and Conditions

These Standard Terms and Conditions (this "Agreement") are incorporated by reference into and made a part of the Feed Media Inc. SOW (the "Statement of Work") entered into by and between the Customer named on the SOW ("Customer") and Feed Media Inc., a Delaware corporation with offices at 2001 Clayton Road, Suite 200, Concord, CA 94520 ("Feed.fm"), as of the "Effective Date" identified in the signature block in the SOW. This Agreement sets forth the terms and conditions pursuant to which Feed.fm will provide the Services and API (both, as defined below) to Customer and establishes a binding legal contract between Customer and Feed.fm.

Definitions

1.1 "API" means the application programming interface as documented at https://clips.feed.fm/docs and any supporting documentation provided by Feed.fm.

1.2 "API Content" means all Content obtained by Customer via the API for use in connection with the Services.

1.3 "Content" means musical works, sound recordings and Metadata associated therewith

1.4 "Clip" or "Clips" means segments of sound recordings not exceeding sixty (60) seconds in length, delivered as Curated Clips (pre-made clips) by Feed.fm or as created as Custom Clips by Customer’s users , both made available through Customer’s Site. For the purpose of enabling Custom Clips creation, Feed.fm may deliver full track audio data to Customer's application; however, such full tracks are provided solely for the purpose of allowing users to select and create Custom Clips within the designated interface and may not be played, reproduced, or accessed in their entirety by end users or Customer.

1.5 "Content ID" means the automatic content recognition service provided by Feed.fm's partner for identifying whether user-generated content contains Feed.fm-licensed and unlicensed music.

1.6 "Intellectual Property Rights" means any patent rights, copyrights, trade secrets, trademarks, service marks, rights in know-how and any other similar rights recognized under any laws or international conventions and in any country or jurisdiction in the world, and all present and future registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing.

1.7 "MAU" or "Monthly Active User" means any end user who accesses Customer's application or service during a calendar month, regardless of whether such user accesses Clips functionality.

1.8 "Metadata" means the metadata identifying the featured artist name, album title, sound recording title, copyright, Feed Track ID, and such other information as included in association with a sound recording or musical work by the copyright owner(s) or distributor(s) thereof.

1.9 "PRO" means a performing rights organization or collective rights management society (by way of example, ASCAP, BMI, GMR, SESAC, SOCAN or PRS) ("PRO").

1.10 "Services" means those services, including, but not limited to, all services specified under Section 3 of this Agreement or a Statement of Work ("SOW"), if any, performed by Feed.fm pursuant to this Agreement.

1.11 "Site" means the website(s) or downloadable application(s), or both, set forth in the SOW, which are owned or controlled by or on behalf of Customer and made accessible via the World Wide Web or mobile applications, to which the Services are applied.

1.12 "Synchronization" or "Sync" means the fixation of Clips in timed relation with visual content.

1.13 "Technology" means the materials, software, hardware, information, know-how, and technology owned by or licensed to Feed.fm and used to provide the Services.

1.14 "Usage Data" means any data collected by Feed.fm regarding usage of the Services, including, among other data, number of plays of a Clip, synced Clips, shared Clips, downloaded Clips, unique Clips played, session times, location of user access, and return visits.

1.15 "Play, Plays and/or Play Starts" means the transmission of all or any portion of a sound recording to an end user.

Terms of Use and Privacy Policy

2.1 Terms of Use. Customer will require end users of a Site accessing any Services provided by Feed.fm to agree to a terms of use or similar agreement that informs such Site users of the limitations of the Site user's rights with respect to any API Content provided by Feed.fm and such other terms and conditions set forth in this Agreement applicable to Site users.

2.2 Privacy Policy. All information collected by Feed.fm during Customer's registration for the Services and all use of the Services is subject to and governed by this Agreement and the Feed.fm Privacy Policy, located at https://www.feed.fm/privacy-policy, which policy is incorporated herein by this reference.

2.3 End User License Agreement Requirements. Customer shall require each end user to accept and be bound by an end user license agreement (EULA) before accessing any API Content. Such EULA must include the following provisions:

(a) End users acknowledge that API Content is provided solely for personal, non-commercial use;

(b) End users are prohibited from reverse engineering, decompiling, disassembling, or tampering with any security components or protection measures;

(c) End users may not reproduce or distribute API Content in any format or offer API Content for sale, rental, lease, or lending;

(d) End users acknowledge that content licensors retain all rights in API Content and that no joint works are authorized;

(e) End users agree not to use API Content in any manner that infringes third-party rights;

(f) Disclaimers and limitation of liability provisions substantially similar to those in Section 6.3;

(g) Content licensors are express third-party beneficiaries of the EULA.

Services

3.1 Standard Services. Feed.fm will make available to Customer all related Technology to enable the Customer to integrate Clips functionality through API integration for use on Customer's Site through which Clips consisting of API Content can be delivered, synchronized, and played by end users. Clips will be accessed by customer app through Feed’s API which may provide secure URLs that will reset after 24 hours. In Feed.fm's sole determination, the Services may include use of Feed.fm Marks (as defined below) to identify Feed.fm as the provider of API Content (e.g., through the use of a notice such as "Powered by Feed Clips"), and Customer shall not interfere with or otherwise block or obscure the display of such notice. Customer acknowledges that the music catalog and individual tracks available through the Services are subject to change at any time without prior notice due to licensing rights expiration, rights holder restrictions, geographic limitations, or other factors beyond Feed.fm's reasonable control. Feed.fm may provide advance notice of planned content changes when reasonably feasible and in Feed.fm's sole discretion, but shall have no obligation to provide such notice and shall have no liability for any unavailability of specific Content. Customer acknowledges that access to and use of API Content is subject to compliance with security specifications and technical requirements ("Security Solution") established by content licensors. Customer shall ensure that Customer's Sites and all end user interactions with API Content adhere to all applicable Security Solution requirements, including but not limited to device authentication, geo-filtering, encryption standards, and anti-circumvention measures. Customer shall ensure all API Content is transmitted at bit rates not exceeding AAC/MP3 256 kbps or 320 kbps respectively, and shall implement measures to ensure streams are not easily copied. Customer shall promptly display all copyright notices, parental advisory warnings, and attribution information as provided, including: (i) musical composition title; (ii) album name; (iii) artist name; (iv) record label; and (v) applicable trademarks and watermarks without alteration.

3.2 Professional Services. In the event Customer desires customization of the API integration or development of features or functionality not currently offered by Feed.fm, Customer may order professional services from Feed.fm through use of project-specific Statements of Work (each an "SOW"). If and when Customer desires to obtain such professional services, Customer shall communicate to Feed.fm the type and extent of the services desired and Feed.fm shall develop and provide to Customer an SOW describing the desired services for Customer's review and approval. Feed.fm shall have no obligation to provide services to Customer, and Customer shall have no payment obligations for such services, unless and until an SOW specifying the scope of services to be provided and the costs thereof has been duly executed by authorized representatives of each party. Such SOWs, if any, shall be incorporated by reference into and made a part of this Agreement upon execution by authorized representatives of each party. In the event of any conflict between the terms and conditions of an SOW and the terms and conditions of this Agreement, the terms and conditions of the SOW shall govern with respect to the Services provided thereunder. The parties may, by mutual agreement, make changes ("Changes") to the scope, schedule, fees, term or other substantive aspects of the Services agreed to in any SOW. The party requesting a Change shall prepare a written "Change Order," specifying in adequate detail the requested Change(s), and shall submit it to the other party for review and, if accepted, approval thereof. In no event shall any Change be effective or acted upon in any way or implemented until a Change Order defining such Change has been approved in writing by the duly authorized representatives of both parties.

3.3 Additional Services. Subject to payment of Feed.fm's then-current applicable fees, Customer shall have access to certain mutually agreed upon additional services identified on the SOW. Additional services may include, without limitation, additional functionality, marketing tools, e-commerce support, advertising sales, special promotions, and additional analytics or reporting. Nothing herein shall obligate Feed.fm to provide any Additional Services, some or all of which may be discontinued by Feed.fm at any time; provided, however, that Feed.fm shall provide Customer with 90 days advance written notice prior to discontinuing any such additional services and; further provide, that, in the event any additional services are discontinued after Customer has paid a fee for a fixed term for such additional services, Feed.fm shall reimburse Customer for the pro rata portion of the fixed term for which the additional services have been discontinued.

3.4 Services and API Availability; Support Services. Feed.fm shall use commercially reasonable efforts to ensure the Services and API are available at all times, other than during scheduled maintenance or circumstances beyond Feed.fm's reasonable control (including but not limited to force majeure events, third-party service outages, internet connectivity issues, or other technical limitations). Customer may email Feed.fm at support@Feed.fm to report concerns with the API or Services. Feed.fm shall use commercially reasonable efforts to resolve any concerns reported via such support contact.

Feed.fm does not guarantee uninterrupted or error-free operation of the Services or API. Occasional periods of downtime, latency, or technical issues may occur. Feed.fm shall not be liable for any unavailability, delays, failures, or performance issues caused by factors outside of Feed.fm's reasonable control, including but not limited to telecommunications failures, internet service provider problems, hardware or software failures, acts of God, labor disputes, or other unexpected circumstances.

In the event of any planned maintenance that may affect service availability, Feed.fm will make reasonable efforts to provide advance notice to Customer. Notwithstanding the preceding sentences of this Section 3.4 and subject to Section 6.3,

3.5 Geographic Restrictions. Customer acknowledges and agrees that the Services are currently available solely for use within the United States. Customer shall implement and maintain geo-filtering and other technical measures to prevent access to API Content by users located outside authorized territories. Feed.fm may, in its discretion, expand the available territories during the Term by providing written notice to Customer, which may include additional or modified terms and pricing.

3.6 Self-Reporting Requirements. Customer shall implement and maintain all tracking endpoints specified by Feed.fm for proper reporting of Usage Data.

3.7 Anti-Crawling and Data Mining Protections. Customer shall implement and maintain reasonable technical measures, including at minimum a 'robots.txt' policy, to notify non-search engine third parties not to crawl Customer's platform or application for text or data mining purposes with respect to API Content. Customer shall also include in its terms of use, privacy policy, or end user license agreement a prohibition against using API Content for text, data, or content mining purposes.

3.8 Content ID Requirements. For Customers whose Site allows end users to upload their own content (videos, images, or other media) for synchronization with Feed Clips music, Customer must implement Content ID integration via Feed.fm's partner or another Feed.fm-approved automatic content recognition provider. Customer acknowledges that Feed.fm's performance obligations and indemnification commitments under this Agreement are expressly conditioned upon Customer's full and proper compliance with Content ID requirements. Customer shall use the Content ID service to validate that user-generated content contains only Feed.fm-licensed music. Customer shall provide Feed.fm with written proof of Content ID service acquisition, including documentation of the specific service tier and capability level obtained, prior to platform launch. Customer must provide annual renewal documentation to maintain service compliance. Failure to provide such documentation may result in service suspension until compliance is demonstrated.

Payments

4.1 Setup Fee for Standard Services. Customer shall pay to Feed.fm the Standard Fee, if any, stated on the SOW within 10 days of the Effective Date. Feed.fm shall have the right to delay commencement of the Services unless and until such Setup Fee is received.

4.2 Quarterly Fee for Standard Services. Unless otherwise agreed in writing by the parties, Customer shall pay the quarterly fees ("Quarterly Fees") based on the number of Monthly Active Users (MAUs), platform access fees, service fees or any other fees as set forth in the SOW. The Quarterly Fees shall be payable in advance at the beginning of each quarter.

4.3 Expenses; Additional Services. Unless otherwise agreed in writing by the parties, Customer will pay (i) the fees for any Additional Services; and (ii) all other expenses and fees agreed to by the parties either on the SOW or otherwise in writing. Payment of expenses and for additional services will be as set forth in the SOW pursuant to which such expenses and additional services apply. If payment terms are not specified in an SOW, then payment will be due within 30 days of receipt of an invoice from Feed.fm for such expenses and additional services.

4.4 Professional Services. Customer will pay to Feed.fm the amounts set forth in any applicable SOW for all professional services provided under such SOW and this Agreement. The timing for payment for professional services will be as set forth in the applicable SOW. If payment terms are not specified in an SOW for professional services, then payment will be due within 30 days of receipt of an invoice from Feed.fm for such expenses and professional services.

4.5 Payment Terms. Upon registering for the Services, Customer will pay Feed.fm in accordance with the amounts set forth in the SOW. Each such payment is nonrefundable. All fees are quoted in, and all payments must be made in, U.S. dollars. Late payments hereunder will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, and may result in suspension or termination of the Services and related API license as set forth below. If any amount under this Agreement is 30 or more days overdue, Feed.fm may, upon notice without limiting Feed.fm's other rights or remedies, accelerate Customer's unpaid fee obligations so that all such obligations become immediately due and payable, and suspend the Services to Customer until all amounts are paid in full; provided, however, that if any charge to be made to Customer's credit card is rejected by the issuer of such credit card, Feed.fm may terminate Services immediately. If Customer fails to cure such late payment within 10 days of receipt of notice of late payment, Feed.fm may terminate this Agreement, in addition to any other remedies that Feed.fm may have at law or in equity.

4.6 Taxes. Each party shall be responsible for payment of any and all taxes and other charges levied against such party by any applicable governmental entity as a result of this Agreement or the transactions contemplated hereunder; provided, however, that Customer acknowledges and agrees that the fees quoted by Feed.fm are exclusive of any sales, use or other similar taxes that Feed.fm may be obligated to charge under law, and which taxes shall be the responsibility of Customer.

Ownership and Licenses

5.1 Feed.fm Ownership. As between the parties, Feed.fm owns, and will continue to own, all right, title, and interest, including all Intellectual Property Rights, in and to: (a) its pre-existing software, Technology and API; (b) any trademarks, service marks and related branding, including registrations (if any) thereof, relating to the Services or the API; (c) all Feed.fm trade secrets related to any aggregation, collection or other obtainment of Usage Data utilized in the provision of the Services or operation of the API; and (d) all Technology developed by Feed.fm in connection with the performance of this Agreement, including, without limitation, any software and other technology developed for use in connection with the operation of the API (collectively, the "Feed.fm Rights"), and Customer hereby irrevocably assigns and agrees to assign any rights Customer may have in any of the foregoing, and agrees to execute all documents necessary to comply with the provisions of this Section 5.1. Nothing herein will be construed to obligate Customer to contribute to the development of any Technology to be used in connection with the API. As between the parties, Feed.fm is solely responsible for the prosecution, enforcement, and defense of Feed.fm Rights.

5.2 Customer Ownership. As between the parties, Customer owns and continues to own all right, title, and interest, including all Intellectual Property Rights, in and to: (a) Customer's pre-existing software and technology (if any); (b) the Customer's logo, and all other trademarks, service marks and related branding, including registrations (if any) owned by Customer and featured on a Site (but not any trademark, service mark and related branding, including registrations (if any) thereof relating to the Services (including, specifically, the Feed.fm name, which the parties intend to feature on a Site), the API); (c) all software and technology developed by Customer to permit the integration of the API into Customer's own software and technology (excluding all Feed.fm Rights) (collectively, "Customer Software"); and (d) all non-music content created and/or developed by Customer (clauses (a) through (c) of this Section 5.2 are collectively, the "Customer Rights"). As between the parties, Customer is solely responsible for the prosecution, enforcement, and defense of the Customer Rights. For the avoidance of doubt, Customer owns all right, title, and interest, including all Intellectual Property Rights, in any new Customer software and technology that is independent of the integration of the API into Customer's own software and technology ("Excluded Customer IP").

5.3 Usage Data. As between the parties, Feed.fm owns and shall continue to own, all right, title, and interest in and to all Usage Data.

5.4 Customer Licenses. Customer hereby grants to Feed.fm, and its agents, a worldwide, non-exclusive, fully paid-up, royalty-free license during the Term of this Agreement to reproduce, distribute, publicly perform, communicate to the public, publicly display, and otherwise use and exploit (collectively, "Use") Customer Rights for the sole purpose of Feed.fm's performance of the Services or to otherwise exercise Feed.fm's rights and obligations under this Agreement. For the avoidance of doubt, Customer will be solely responsible for securing licenses from any third parties owning rights in or to any Customer Rights, including on a through-to-the-audience basis, to permit Feed.fm to Use Customer Rights as contemplated in this Agreement. Customer hereby grants Feed.fm a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, assignable, and sublicensable license to incorporate Customer Software (but not Excluded Customer IP) in any Technology, provided such Customer Software and the Technology in which it is incorporated is used to publicly perform by means of a digital audio transmission or communicate to the public API Content or Customer Rights.

5.5 Feed.fm License.

(a) Subject to Customer's acceptance and compliance with the terms and conditions of this Agreement, Customer is hereby granted, during the Term (as defined below) a limited, nonexclusive, nonassignable (except as authorized herein), right to access the Feed Clips API and API Content and to use the Services solely for the purpose of the Services provided by Feed.fm. and solely as delivered by Feed.fm without alteration in any way whatsoever without Feed.fm's prior written consent.

(b) Subject to the terms and conditions of this Agreement and during the Term, as defined below, Customer is hereby granted a limited, nonexclusive, non-sublicensable, nonassignable (except as authorized herein), license to access and use the Technology and API solely for the purposes of accessing API Content for Uses as authorized in this Agreement. Feed.fm also hereby grants Customer a nonexclusive, non-sublicenseable, nonassignable (except as authorized herein) license to perform, communicate to the public, synchronize with visual media or other content, and otherwise exploit the API Content for Uses as authorized in this Agreement and in the SOW.

(c) Subject to Customer's acceptance and compliance with the terms and conditions of this Agreement, Customer is hereby granted, during the Term (as defined below) a limited, nonexclusive, nonassignable (except as authorized herein), royalty free right and license to display and use the logos, trade names, trademarks, and service marks of Feed.fm ("Feed.fm Marks") for the sole purpose of carrying out its obligations under this Agreement, subject to the following conditions: (i) it shall keep intact any proprietary notices of Feed.fm; (ii) it shall comply with Feed.fm's trademark use guidelines; (iii) it acknowledges that all goodwill generated through its use of the Feed.fm Marks will inure to the benefit of Feed.fm; (iv) it hereby assigns and agrees to assign to Feed.fm any and all goodwill generated through its use of the Feed.fm Marks, without any payment or other consideration to it, and further agrees to take all actions necessary to effect such assignment; and (v) upon termination of this Agreement, it shall cease using the Feed.fm Marks.

(d) Reservation. All rights not expressly granted to Customer herein are reserved by Feed.fm and any third parties owning or controlling rights in API Content (such as sound recording copyright owners and musical work copyright owners and each of their authorized or designated agents). Notwithstanding anything to the contrary, in no event shall Feed.fm have any right to crawl, test or otherwise monitor a Site.

5.6 Integrity of Content. Except as provided herein, Customer is not permitted to record, modify, edit, reproduce, transmit, retransmit, remix, alter, repurpose, or otherwise perform any API Content included as part of the Services, in whole or in part, without the prior written consent of Feed.fm, which consent may be withheld for any reason or for no reason. The unauthorized reproduction or distribution of API Content is expressly prohibited and is a violation of law. Customer will also not insert into any API Content delivered via the Services any content (e.g., audio advertisements) not authorized in writing by Feed.fm. Customer acknowledges that it will not record, codify in writing the API Content, or disclose to any third party other than through a third party's ability to hear such API Content by receiving authorized transmissions through the Services. Customer acknowledges that copyright holders reserve all rights in the API Content that are not granted to Customer under this Agreement. Customer acknowledges that Content availability may change due to rights modifications, and agrees to comply with any takedown or restriction requests. Customer acknowledges that in no event may API Content be used to create derivative works that combine any sound recordings with other audio-only or audiovisual works on end users' devices. Customer shall implement technical measures to prevent such combinations and shall not provide functionality that enables users to create such derivative works. Customer shall comply with all content removal requests from Feed.fm within forty-eight (48) hours of notice (or twenty-four (24) hours for pre-release content and urgent matters). Customer shall disable removed content for all end users upon their next connection to Customer's service and shall implement technical measures to identify and block unauthorized content uploads.

(a) Customer shall comply with all takedown requests issued by Feed.fm. For any Content identified as requiring removal (including pre-release content, restricted artists, or content that has lost rights), Customer must execute such takedowns within forty-eight (48) hours following receipt of notice; provided that the parties will agree upon an expedited timeline for takedown requests in the event of pre-release content and other urgent matters. For content distributed prior to the date on which such content is licensed to Feed.fm as specified in the metadata, Customer will use commercially reasonable efforts to takedown any such content within one (1) hour of receipt of notice, but shall in no event takedown such content later than twenty-four (24) hours of receipt of notice.

(b) Custom Clipping Restrictions: Customer is expressly prohibited from playing or enabling the playback of full tracks through any means. All audio content must be delivered exclusively through Customer's interface that limits content selection to segments no longer than sixty (60) seconds in length. Customer shall ensure that its custom clipping interface includes the following restrictions:

(i) All audio playback must occur solely within a scrubber interface that visually represents the clip duration;

(ii) End users may only preview and select segments of tracks, never accessing the complete audio recording;

(iii) The interface must clearly indicate the maximum duration allowed for clips (60 seconds);

(iv) No caching or storage mechanisms may be implemented that would allow users to access audio content outside the designated scrubber interface;

(v) No functionality may be built or enabled that contains multiple clips to recreate full tracks.

(vi) Any implementation that allows full track playback or circumvents these custom clipping restrictions constitutes a material breach of this Agreement and may result in immediate termination of services and/or fines. Customer agrees to implement these restrictions in all applications and services utilizing Feed.fm API Content.

5.7 Restrictions. Customer agrees that through its use of the Services and the API, Customer will not, directly or indirectly, violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services and API. Customer's Sites shall not contain or promote content that: (i) violates applicable law; (ii) is harmful, threatening, defamatory, obscene, harassing, or discriminatory; (iii) infringes third-party rights; (iv) depicts sexually explicit images; (v) promotes violence or illegal activities; (vi) advertises tobacco, firearms, or other objectionable products; (vii) endorses religious or political causes without authorization; or (viii) is intentionally derogatory toward content licensors, artists, or the music industry.

Further, Customer agrees that:

Customer will not:

(a) modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Services or API, or attempt to do any of the foregoing;

(b) obtain access to the Services or API without all necessary authorization;

(c) include any viruses, worms, Trojan horses or any other harmful code that could, in Feed.fm's sole discretion, affect the Services or API;

(d) copy, distribute, reproduce, sell, resell, lend, lease, rent, use, or allow access to the Services, API or API Content except as explicitly permitted under this Agreement, or permit any third party, including Site Users, to do any of the foregoing;

(e) except with respect to content that Customer has acquired through means other than the Services, aggregate the API Content (including Metadata) to create databases, or any other compilations of API Content, or use the API Content to populate any other sites, applications or services;

(f) interfere or attempt to interfere in any manner with the proper functioning of the Services or API;

(g) use the Services or API for any illegal or unauthorized purpose, including the unlawful distribution of API Content or the infringement, violation or misappropriation of any third party's Intellectual Property Rights or other proprietary rights;

(h) cache or store any API Content, except for local caching of Metadata for up to 24 hours**, and except that secure URLs delivered by the API may be used for the 24-hour period before expiration**; other than cached or stored content permitted in the SOW

(i) remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing in the Services, whether of Feed.fm or any other third party;

(j) knowingly access any undocumented feature of the API, or use any documented feature of the API other than for its intended purpose;

(k) impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to itself or any other person, that would be inconsistent with this Agreement, and Customer agrees that any such obligation, right, power or authority purportedly imposed or granted shall be null and void;

(l) attempt to conceal its identity or a Site's identity when requesting authorization to use the API;

(m) use the Services or API in a manner which is materially inconsistent Feed.fm's technical specifications and in a manner that adversely impacts the stability of Feed.fm's servers or the Services;

(n) use the API to develop an application to automate or assist with synchronizing API Content in timed relation with external media (such as slide shows, video, or games), or to provide background music to or integrate the API with any applications or websites, other than a Site;

(o) use the API in such a way that knowingly harms, misuses, or brings into disrepute the Services or Feed.fm's brands, trademarks, logos or names;

(q) reproduce, or allow Site users to reproduce, any API Content on any form of storage media, whether now known or hereafter created, unless expressly permitted by the API;

(r) publish as part of an advance playlist or otherwise any of the Clips delivered through the Services;

(s) cache, or store Clips or API Content beyond the 24-hour expiration period of secure URLs;

(t) enable Site users to download Clips for offline use unless expressly authorized by Feed.fm in writing;

(u) provide Services or API Content to users located outside the United States or fail to implement proper geo-filtering;

(v) share content to external platforms other than those explicitly authorized by Feed.fm in writing, provided that third-party social media platforms designated by Feed.fm at any time in its sole discretion shall be deemed approved by Feed.fm for content sharing

(w) fail to implement reasonable anti-crawling technology measures or fail to include prohibitions against text and data mining of API Content in Customer's terms of use or end user agreements;

And a Site will not:

(v) do any of the following: (i) facilitate and/or promote illegal activity, including, without limitation, any activity that is fraudulent, such as engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for misleading purposes; (ii) depict sexually explicit images; (iii) promote violence and/or discrimination; (iv) incorporate any materials, or encourage or endorse Site users to post or upload any materials, that infringe or assist others to infringe on any Intellectual Property Right; (v) engage in the endorsement of political positions, political candidates or religious causes or use the Services to display or imply any such endorsement by music artists or Content providers or the copyright owners thereof; (vi) engage in the sale or advertisement of pornography, tobacco, firearms or personal hygiene products (but excluding soaps, shampoos, perfumes, lotions and toothpastes); (vii) engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines; (viii) engage in any activity that is malicious or harmful to any person or entity, including an activity that may be libelous or defamatory, or discriminatory based on race, color, sex, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation, age or any other protected class pursuant to U.S. federal or any state laws; or (ix) except where Customer has independently secured rights, display or imply any kind of product endorsement by music artists or Content providers or the copyright owners thereof;

(w) engage in or use the Services for prohibited business activities, including, but not limited to, resale of the Services and, except where Customer has independently secured the rights, the use of the Services in association with contests or promotions

(x) facilitate the access, storage, distribution or other exploitation of Content, which includes making the Content available for download to Site users beyond the authorized 24-hour period of signed URLs and bundling or reselling streams via the Services.

(y) include user generated content of sound recordings, musical works or audiovisual works, unless Content ID or another content recognition mechanism approved by Feed.fm is implemented in accordance with requirements approved by Feed.fm; and

(z) use, or authorize or enable (directly or indirectly) any third party to, copy, reproduce, collect or otherwise use or exploit any API Content to inform, train, improve, develop or otherwise use such content in connection with artificial intelligence or machine intelligence technologies, services or products (including for research or product development as input to any music generation models powered by artificial intelligence).

(aa) register more than five (5) devices per end user account at any one time, or permit replacement of registered devices more frequently than once every three (3) months;

(bb) permit more than one simultaneous instance of access to the Services via a particular end user account (Customer must immediately block additional access attempts when detected);

(cc) enable access to API Content from devices other than properly authenticated and registered devices that comply with Security Solution requirements;

(dd) use, or authorize or enable (directly or indirectly) any third party to, copy, reproduce, collect or otherwise use or exploit any API Content to inform, train, improve, develop or otherwise use such content in connection with artificial intelligence or machine intelligence technologies, services or products (including for research or product development as input to any music generation models powered by artificial intelligence). This prohibition shall be included in Customer's end user agreements and terms of use.

(ee) Customer shall not issue press releases, public announcements, or marketing materials referencing Warner Music Group, its artists, or its content without prior written approval from Feed.fm, which approval may be withheld in Feed.fm's sole discretion.

5.8 Rights Clearance for Content. Subject to Customer's representations and warranties in Section 6.2, Feed.fm will be responsible for clearing all rights to, and paying all royalties for, all sound recordings and musical compositions embodied in API Content for the purposes of synchronization with visual media, user-generated content, or other content and for playback of Clips in API Content via the Services on a Site, but not any other sites or as part of any offering other than the Services. This includes, without limitation, entering into license agreements with PROs and/or other copyright owners for such purposes.

5.9 Customer Obligations.

(a) Anti-Crawling and Data Mining Protections. Customer shall implement and maintain reasonable anti-crawling technology measures, including at minimum a 'robots.txt' policy, to notify third parties not to crawl Customer's platform for text or data mining purposes with respect to API Content.

(b) Terms of Use Requirements. Customer shall include in Customer's terms of use and end user agreements prohibitions against text, data, or content mining of API Content.

Representations and Warranties; Limitation of Liability

6.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it has the full corporate right, power, and authority to enter into this Agreement; (ii) the person entering into this Agreement on behalf of the party is authorized to do so; (iii) the execution and performance of the obligations and duties of this Agreement by such party, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and (iv) when executed and delivered (whether in hard copy or electronically) by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

6.2 Additional Customer Representations and Warranties. Customer further represents and warrants to Feed.fm that:

(a) It will comply at all times with this Agreement and all other terms governing Customer's use of the Services and API;

(b) it has all necessary rights in the Customer Rights to grant the licenses set forth herein and that neither the Customer Rights nor Feed.fm's use thereof, infringes, or will infringe, any Intellectual Property Rights or other proprietary rights of a third party, and that no fees or payments will be payable by Feed.fm to any third party for any Customer Rights Used by Feed.fm pursuant to this Agreement; and

(c) a Site will comply with all applicable local, state, national and international laws and regulations, including without limitation, laws related to Intellectual Property Rights and other laws protecting proprietary rights, and all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control.

(d) it will implement and maintain all required self-reporting endpoints and will ensure accurate reporting of all Clips usage to Feed.fm and will provide timely proof of Content ID service acquisition and tier level as required by Feed.fm.

(e) it will implement and maintain reasonable technical measures to prevent unauthorized crawling and data mining of API Content and will include appropriate prohibitions in its user-facing terms and agreements;

(f) Marketing and Promotional Participation. Customer shall provide content licensors and their artists with reasonable opportunities to participate in Customer's marketing and promotional activities related to the Service, including but not limited to featured placements, promotional campaigns, beta program access, and marketing events. Customer shall facilitate such participation upon Feed.fm's reasonable request and shall bear associated costs for rights holder support services, workshops, and promotional activities as reasonably required by Feed.fm.

6.3 Disclaimer. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SERVICES, API, API CONTENT OR ANY OTHER MATERIALS OR DELIVERABLES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. THE SERVICES AND API ARE PROVIDED ON AN "AS-IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FEED.FM AND ITS AFFILIATES, PARTNERS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, EITHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM FEED.FM, OR ANYONE ACTING ON BEHALF OF FEED.FM, OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. FEED.FM DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OR API WILL OPERATE UNINTERRUPTED OR FREE FROM ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT IT ACCESSES, DOWNLOADS OR USES THE SERVICES AND API AT ITS DISCRETION AND RISK, AND THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY (INCLUDING ANY COMPUTER SYSTEMS USED IN CONJUNCTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM ACCESSING, DOWNLOADING OR USING THE SERVICES OR API. FEED.FM MAKES NO WARRANTIES REGARDING THE CONTINUED AVAILABILITY OF ANY SPECIFIC CONTENT OR TRACKS THROUGH THE SERVICES.

6.4 Limitation of Liability. EXCEPT WITH RESPECT TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OR A BREACH OF SECTION 7 AND EXCEPT WITH RESPECT TO WILLFUL LIABILITY OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY REASON WHATSOEVER AND FOR ANY CAUSES OF ACTION ARISING IN RELATION TO THIS AGREEMENT FOR (a) CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR COSTS OF COVER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) DAMAGES IN EXCESS OF ALL AMOUNTS PAID BY CUSTOMER TO FEED.FM DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CAUSE OF ACTION. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. The provisions of this Section 6.4 are applicable to the fullest extent permitted by law.

6.6 Insurance. Customer shall maintain, at its own expense, media liability, network security liability, errors and omissions insurance suitable for the risks assumed under this Agreement, with limits of no less than $1,000,000 per claim and $1,000,000 annual aggregate, covering technology errors, data loss, security breaches, and unauthorized access. Upon Feed.fm's request, Customer shall provide certificates of insurance naming Feed.fm and its content licensors as additional insureds.

Confidentiality

Each party (a "Receiving Party") agrees that the business, technical, and financial information it obtains from the other party (a "Disclosing Party") are the confidential property of the Disclosing Party ("Proprietary Information"). Except as expressly allowed in this Agreement, a Receiving Party will hold in confidence and neither disclose nor use any Proprietary Information of a Disclosing Party except for the purposes of performing under or enforcing this Agreement. A Receiving Party's confidentiality obligation shall not apply to information it can document (a) was publicly known and made generally available in the public domain prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party without restriction on use or disclosure at the time of disclosure by the Disclosing Party as shown by the Receiving Party's files and records immediately prior to the time of disclosure; (d) is obtained by the Receiving Party without restriction on use or disclosure from a third party without a breach of such third party's obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Proprietary Information, as shown by the Receiving Party's files and records immediately prior to the time of disclosure. This Agreement shall be the Proprietary Information of Feed.fm, however, Customer may disclose Proprietary Information to third parties with the written permission of Feed.FM which shall not unreasonably be withheld or denied.

Term and Termination

8.1 Term. This Agreement will take effect on the Effective Date and will remain in force thereafter during the Initial Term indicated on the SOW (or for an initial period running from the Effective Date through the end of the month in which the one-year term anniversary of the Effective Date occurs if no term is specified on the SOW) (the "Initial Term") unless earlier terminated in accordance with this Agreement. At the expiration of the Initial Term, this Agreement shall automatically renew for additional one-year terms (each a "Renewal Term," and, collectively with the Initial Term, the "Term") unless and until either party provides written notice to the other party, not less than 30 days prior to the expiration of the then-current Term, that it does not desire to renew.

8.2 Termination by Feed.fm. With reasonable notice~~of not less than 60 days~~, Feed.fm may terminate this Agreement at any time upon written notice to Customer if there is a material change in the reproduction, distribution, communication to the public or performance fees that Feed.fm is required to pay to any Third Party Rights Holders, either directly or through an agent or PRO, including, but not limited to, SoundExchange, Inc. or any successor entity thereto.

8.3 Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if: (a) the other party is in material breach of any term, condition or provision of this Agreement, and such breach is not cured within 30 days after the non-breaching party gives written notice of such breach; or (b) the other party (i) terminates or suspends its business; (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes that is not dismissed within 60 days of its inception. Notwithstanding the foregoing sentences of this Section 8.3, Feed.fm may terminate this Agreement immediately should any breach of this Agreement by Customer result in any Claim (as defined below) for copyright infringement.

8.4 Effect of Termination. Upon any termination or expiration of this Agreement, (a) all licenses granted under this Agreement shall cease and Customer shall cease using and accessing the ~~Player and~~ API and Services; (b) a Receiving Party shall return, or upon a Disclosing Party's request, destroy, all Proprietary Information of the Disclosing Party then in such Receiving Party's possession and control; (c) Customer shall pay to Feed.fm within 30 days of termination all amounts due, including, without limitation, all amounts set forth in any applicable SOW for all professional services provided through the date of termination; and (d) Customer shall cease all use of Feed.fm Clips and shall disable all API integrations.

8.5 Survival of Terms. Notwithstanding any termination or expiration of this Agreement, all terms and conditions of this Agreement which by their terms or their nature should survive any such termination or expiration, including, without limitation, Sections 1, 4, 5.1, 5.2, 5.3, 6, 7, 8.4, 8.5, 9, 10 and 11 shall so survive.

Indemnification

9.1 Customer. Customer agrees to indemnify, defend, and hold harmless Feed.fm, its directors, officers, employees, and agents, and defend any action brought against same with respect to any third party claim, demand, cause of action, debt or liability ("Claim"), including reasonable attorneys' fees, to the extent based upon a claim (a) arising as a result of a Site including for clarity any claims based upon Customer’s use of music other than Feed Content,, except to the extent Feed.fm is required to indemnify Customer under Section 9.2; or (b) arising as a result of Customer's breach of any representation, warranty or covenant of Customer made in this Agreement**; (c) arising from Customer's failure to properly implement or maintain required self-reporting endpoints; or (d) arising from Customer's failure to implement Content ID requirements when applicable** Customer's improper implementation, configuration, or maintenance of Content ID systems, or any inaccuracies, false negatives, technical failures, or errors by Customer's selected content recognition service provider. Customer agrees to indemnify, defend, and hold harmless Feed.fm, its content licensors (including record labels and music publishers), and their respective directors, officers, employees, and agents. Customer acknowledges that content licensors are express third-party beneficiaries of this Agreement and may enforce Customer's obligations directly. Customer agrees to indemnify, defend, and hold harmless Feed.fm, its content licensors (including record labels and music publishers), and their respective directors, officers, employees, and agents. Customer acknowledges that content licensors are express third-party beneficiaries of this Agreement and may enforce Customer's obligations directly.

9.2 Feed.fm.

(a) Subject to Customer's compliance with the terms and conditions of this Agreement, Feed.fm agrees to indemnify, defend, and hold harmless Customer, its directors, officers, employees, and agents, and defend any action brought against same with respect to any Claim, to the extent based upon a claim (i) by a third party alleging that the use of API Content herein made through the Services on a Site infringes the Intellectual Property Rights, misappropriates or otherwise violates any rights of such third party or (ii) that the API or Services infringes upon or violates the Intellectual Property Rights of third parties, or misappropriates or otherwise violates any other rights of third parties.

(b) In the event of an infringement Claim against Customer with respect to the API or Services, or in the event Feed.fm believes such a Claim is likely, Feed.fm may, at its option (i) appropriately modify or substitute the API or Services licensed hereunder, so long as such modification or substitution does not materially alter the functionality of the API or Services; or (ii) obtain a license with respect to the applicable third party Intellectual Property Rights. In the event neither of the foregoing alternatives is commercially practicable, Feed.fm shall have the right to terminate this Agreement and Customer's licenses hereunder.

(c) Feed.fm shall have no obligation or liability for (i) use of the API or Services other than the then-current, unaltered version, unless the portion giving rise to the Claim is also in the then-current, unaltered version; (ii) use, operation or combination of the API or Services with non-Feed.fm programs, data, equipment, documentation or marks if such Claim would have been avoided but for such use, operation or combination; (iii) the Customer's or its agent's activities after Feed.fm has notified Customer that it believes such activities may result in a Claim; (iv) compliance with the Customer's designs, specifications or instructions; (v) modification of the API or Services by Customer in violation of this Agreement, if such Claim would have been avoided but for such modification; or (vi) Customer's failure to implement Content ID when required under this Agreement; (vii) Customer's failure to properly implement, configure, or maintain required Content ID systems, or any failures, inaccuracies, or errors by Customer's selected content recognition service provider, including but not limited to the approved Content ID partner.

9.3 Procedure. In case any Claim is at any time brought against a party or its affiliates (or any of their respective employees, officers, directors or representatives) (an "Indemnified Party") and such Indemnified Party is entitled to indemnification pursuant to this Section 9, the party obligated to provide such indemnification (the "Indemnifying Party") will defend such Claim, at the sole expense of the Indemnifying Party, using counsel selected by the Indemnifying Party but subject to the Indemnified Party's reasonable approval. If the Indemnifying Party fails to take timely action to defend such a Claim after having received written notice from the Indemnified Party of such failure, the Indemnified Party may defend such a Claim at the Indemnifying Party's expense. The Indemnifying Party will keep the Indemnified Party fully advised with respect to such Claims and the progress of any suits, and the Indemnified Party shall have the right to participate, at the Indemnified Party's expense, in any suit instituted against it and to select attorneys to defend it, which attorneys will be independent of any attorneys chosen by the Indemnifying Party relating to such Claim or related Claim. The Indemnifying Party will not settle, compromise or otherwise enter into any agreement regarding the disposition of any Claim against the Indemnified Party without the prior written consent and approval of the Indemnified Party, unless such settlement involves only the payment of money by the Indemnifying Party.

Dispute Resolution

10.1 The following binding dispute resolution procedures shall be the exclusive means used by the parties to resolve all disputes and claims arising out of or relating to the Agreement (collectively, "Disputes"). Notwithstanding the foregoing, pending conclusion of the dispute resolution process herein prescribed, either party may seek and obtain an injunction or other appropriate relief from a court to preserve or protect its Proprietary Information or Intellectual Property Rights with respect to any matter.

10.2 The party seeking resolution of a Dispute, shall give the other party written notice describing the nature of the Dispute and the relief sought. Within 30 days following delivery of such Dispute notice, executives of each party will meet and attempt to resolve the Dispute. If the Dispute is not finally resolved within 30 days (or such other period of time as the parties may agree to in writing) following delivery of such Dispute notice, then the party seeking relief may then initiate arbitration.

10.3 Any arbitration action shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The parties agree that any arbitration action shall be heard and decided by one arbitrator (the "Arbitrator") to be agreed upon by the parties. If the parties cannot agree upon an Arbitrator within 14 days of delivery or the demand for arbitration ("Demand") (or such other time period as the parties may agree to in writing), the parties agree to the appointment of a single arbitrator pursuant to R-11(a) and (b) of the AAA Commercial Arbitration Rules or whatever AAA Commercial Arbitration Rules are then in effect for the appointment of a single arbitrator.

10.4 The Arbitrator shall be bound by the laws of the State of California and all rules of that jurisdiction relating to discovery and the admissibility of evidence, including, without limitation, all relevant privileges and the attorney work product doctrine. The Arbitrator shall have the power to grant equitable relief when appropriate and available under applicable law; however, the parties expressly agree that the Arbitrator shall be prohibited from awarding any costs, damages, or amounts prohibited pursuant to Section 6.4. The Arbitrator shall issue a written opinion containing findings of fact and conclusions of law within 30 days after the arbitration proceeding is concluded. The arbitration award shall be final, binding and non-appealable, and may be entered and enforced by any court of competent jurisdiction. If any provision of this Agreement is deemed unenforceable (in whole or in part) by the Arbitrator, the parties agree that the Arbitrator shall amend or delete such provision so as to effectuate the intent of such provision and of this Agreement to the maximum extent that it is enforceable.

10.5 The Prevailing Party to the arbitration shall be entitled to an award of its reasonable costs and attorneys' fees from the non-prevailing party. The "Prevailing Party" is the party that is awarded judgment or other legal or equitable relief as a result of the arbitration or the party receiving or entitled to receive a payment of money or the party defeating a claim for receipt or payment of money from the other party in settlement of the Dispute. If both parties receive a judgment or other award of relief, the Arbitrator shall determine which party, if any, is the Prevailing Party, or shall determine an appropriate allocation of costs and attorneys' fees between the parties, in each case taking into consideration the merits and amounts of the claims asserted by each party, the relative values of the judgments, or other forms of relief received by each party, the relative equities between the parties, and the parties' respective contributions to the length and expense or arbitration or proceeding.

10.6 THE PARTIES HERETO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN SUCH PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, CUSTOMER AGREES THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, OR CLASS PROCEEDING AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

Miscellaneous

11.1 Assignment/Binding Agreement. Either party shall have the right to assign this Agreement upon written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, no such consent shall be necessary in the event of a reorganization, merger or acquisition of substantially all of a party's stock, assets or business. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

11.2 Independent Contractor. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement. Nothing herein shall create an express or implied partnership, agency, joint venture, employment or other association between the parties. Each party shall be solely responsible for all of its respective employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages that may arise on account of that party's activities, or those of its employees or agents, in the performance of this Agreement. Except as may be expressly agreed in writing, neither party has the authority, right or ability to bind or commit the other party in any way and will not attempt to do so or imply that it may do so.

11.3 Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by first class registered mail, or air mail, as appropriate; or (c) sent by overnight air courier; in each case properly posted and fully prepaid to the appropriate address set forth in this Agreement or the SOW. Notwithstanding the foregoing, any notices required to be given by Feed.fm may be sent to the Customer email address set forth on the SOW. Either party may change its address for notice by notice to the other party given in accordance with this Section 11.3. Notices will be considered to have been given at the time of actual delivery in person, three business days after deposit in the mail as set forth above, or one business day after delivery to an overnight air courier service.

11.4 Limitation on Claims. Except for the right of indemnification, no action arising out of any breach or claimed breach of this Agreement or transactions contemplated by this Agreement may be brought or raised by either party more than one year after the cause of action has accrued. For purposes of this Agreement, a cause of action will be deemed to have accrued when a party knew or reasonably should have known of the breach or claimed breach.

11.5 Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, earthquake, fire and explosions, but the inability to meet financial obligations is expressly excluded.

11.6 Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.

11.7 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

11.8 Integration. This Agreement (including the SOW and any Statements of Work and addenda hereto signed by both parties or accepted by Customer through any electronic click to accept mechanism, which are hereby incorporated into and made a part of this Agreement) contains the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended except by a writing signed by authorized representatives of both parties.

11.9 Publicity. Any press releases, public announcements, or marketing materials referencing Warner Music Group, its artists, or its content must receive prior written approval from Warner Music Group through Feed.fm, which approval may be withheld in Warner Music Group's sole discretion. Customer acknowledges that Feed.fm must obtain content licensor approval for Customer's marketing and publicity activities.

Any other press releases, public announcements or similar publicity with respect to this Agreement or the business relationship between the parties created hereunder must be approved by both parties in writing in advance of issuance.

Notwithstanding the foregoing, Feed.fm shall have the right to list Customer on Feed.fm's website and marketing materials as a Customer of Feed.fm and to use Customer's logo and a Site domain name in any such materials. Customer hereby grants to Feed.fm a non-exclusive, royalty free, worldwide right and license to use Customer's trademarks to accomplish the foregoing.

11.10 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California for resolution of any disputes arising out of this Agreement.

11.11 Remedy. The parties acknowledge that the other party would have no adequate remedy at law to enforce Section 7. In the event of a breach by either party of such Section, the non-breaching party shall have the right to obtain injunctive or other similar relief, as well as any other relevant damages, without the requirement of posting bond or other similar measures.

11.12 Counsel. Each party has been represented by its own counsel in connection with the negotiation and preparation of this Agreement or had the opportunity to consult with its own counsel but chose not to do so, and, consequently, each party hereby waives the application of any rule of law that would otherwise be applicable in connection with the interpretation of this Agreement, including, but not limited to, any rule of law to the effect that any provision of this Agreement shall be interpreted or construed against the party whose counsel prepared this Agreement

11.13 Headings. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement.

11.14 Counterparts; Facsimile or PDF Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission or by e-mail in portable document format (PDF), shall for all purposes be treated as if it were delivered containing an original manual signature of the person whose signature appears in the facsimile or e-mail, and shall be binding upon such party in the same manner as though an originally signed copy had been delivered.

11.15 Technical Audit Rights. Customer acknowledges that content licensors may conduct technical audits of Customer's implementation through Feed.fm to ensure compliance with security and technical requirements. Customer shall provide reasonable cooperation and access to personnel and documentation necessary for such audits.

Version dated: June 23 2025

Feed Media Inc. Standard Terms & Conditions