Feed Originals

Standard Terms and Conditions

These Standard Terms and Conditions (this "Agreement") are entered into by and between the Customer ("Customer") and Feed Media Inc., a Delaware corporation with offices at 845 Market Street #450 San Francisco, CA 94103 ("Feed.fm"), as of the "Effective Date" identified in the signature block of a Statement of Work ("SOW"). This Agreement sets forth the terms and conditions pursuant to which Feed.fm will provide Feed Originals Content (as defined below) to Customer and establishes a binding legal contract between Customer and Feed.fm. All terms shall be incorporated by reference into and made a part of the SOW.

1. Definitions

1.1 "Feed Originals Content" means the catalog licensed, including the musical works, sound recordings and Metadata associated therewith.

1.2 "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.

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

1.4 "Services" means those services specified in the SOW.

1.5 "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.

2. Feed Originals Content Licenses and Permitted Use Cases

2.1 Uses of Feed Originals Content. Subject to Customer's acceptance and compliance with the SOW and the terms and conditions of this Agreement, Feed.fm grants Customer a limited, nonexclusive, nonassignable (except as authorized herein) right to perform, communicate to the public, reproduce, synchronize and otherwise exploit Feed Original Content under this Agreement as detailed below. The license also includes downloading of Feed Originals Content for the sole purpose of the permitted uses. Any use of Feed Originals Content other than those specified in this Agreement is prohibited and requires a separate license.

2.2 Synchronization. Feed.fm grants Customer a license to download and make copies of Feed Originals Content for the purpose of synchronizing Feed Originals Content, in whole or part, in audio, video and podcast productions produced by or on behalf of Customer ("Customer Productions"). Such license shall include the right of Customer to use Feed Originals Content in marketing and promotional content, in digital products, and for in-person events. Customer may sub-license this right to Customer's production companies to make Customer Productions, subject to the terms of the Agreement. Customer is solely responsible for any sub-licensees' use of Feed Originals Content.

2.3 Music Editing. Customer may trim or crop Feed Originals Content to fit the length needs of Customer's content. However, Customer may not otherwise alter, remix, or repurpose the musical composition or recording beyond simple trimming for length.

2.4 Physical Venue Use. Customer may publicly perform Feed Originals Content in any establishment, venue or location open to the public (e.g., bars, restaurants, retail stores, offices, gyms, hotels, hospitals, etc.).

2.5 Global Usage. This license permits worldwide use of Feed Originals Content within the defined scope.

2.6 General Use Restrictions. Customer shall not use, or permit its Customers or any third parties to use, Feed Originals Content, in Customer Productions or otherwise, for any of the following purposes:

(a) Film and television productions (feature films, TV shows, commercials);

(b) To repackage Feed Originals Content as Customer's own, in whole or in part;

(c) To sell Feed Originals Content in digital or physical form;

(d) To do any of the following: (i) facilitate and/or promote illegal activity; (ii) depict sexually explicit images; (iii) promote violence and/or discrimination; (iv) incorporate any materials that infringe on any Intellectual Property Right; (v) engage in the endorsement of political positions, political candidates or religious causes; (vi) engage in the sale or advertisement of pornography, tobacco, or firearms; (vii) engage in spamming or other advertising or marketing activities that violate any applicable laws; (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 (ix) display or imply any kind of product endorsement by music artists or content providers (unless Customer has independently secured such rights);

(e) Facilitate the access, storage, distribution or other exploitation of Feed Originals Content other than for the uses in the license above; or

(f) Other than provided in this agreement, use Feed Originals Content on a standalone basis where the Feed Originals Content constitutes the primary value of the content offered by Customer or by Customer's users.

2.7 Security. Copies of Feed Originals Content shall be stored, hosted and secured by Customer on servers only for as long as reasonably required. Customer will take reasonable measures to prevent unauthorized access or distribution of Feed Originals Content.

3. Payments

3.1 SOW. Customer shall pay to Feed.fm the fees set forth in any SOW governing the use of Feed Originals Content per the terms and conditions of this Agreement. The timing for payment of such fees will be as set forth in the applicable SOW. Each such payment is nonrefundable.

3.2 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.

3.3 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 for the Services or as a result of this Agreement; provided, however, that Customer acknowledges and agrees that the fees quoted by Feed.fm are exclusive of any sales, use or other similar taxes.

4. Ownership and Licenses

4.1 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 Feed Originals Content.

4.2 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; (b) the Customer's logo, and all other trademarks, service marks and related branding; and (c) all non-music content created and/or developed by Customer or its users.

4.3 Retention of Rights After Termination. Customer may continue using and displaying existing content created during the term of this Agreement indefinitely after termination.

5. Representations and Warranties; Limitation of Liability

5.1 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 by such party, this Agreement will constitute the legal, valid and binding obligation of such party.

5.2 Feed.fm Warranties. Feed.fm warrants that it has the rights to license Feed Originals Content as set forth in this Agreement.

5.3 Customer Warranties. Customer represents and warrants that its use of Feed Originals Content will comply with this Agreement.

5.4 Disclaimer. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE FEED ORIGINALS CONTENT OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT. THE FEED ORIGINALS CONTENT IS PROVIDED ON AN "AS-IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FEED.FM HEREBY DISCLAIMS 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.

5.5 Limitation of Liability. EXCEPT WITH RESPECT TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR EXCEPT WITH RESPECT TO WILLFUL LIABILITY OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY REASON WHATSOEVER FOR (a) CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR COSTS, 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.

6. Confidentiality

6.1 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.

7. Term and Termination

7.1 Term. This Agreement will take effect on the Effective Date and will remain in force thereafter during the term indicated on the SOW unless earlier terminated in accordance with this Agreement. At the expiration of any term governed by a SOW, the Agreement shall automatically renew for an additional year.

7.2 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.

7.3 Effect of Termination. Upon any termination or expiration of this Agreement:

• Customer must stop using the Feed Originals Content for new productions
• Customer may continue using and displaying existing content created during the term indefinitely
• Customer must delete all standalone Feed Originals Content files
• 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
• Customer shall pay to Feed.fm within 30 days of termination all amounts due

7.4 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 shall so survive.

8. Indemnification

8.1 Customer. Customer agrees to indemnify and hold harmless Feed.fm from any third party claim arising as a result of Customer's breach of any representation, warranty or covenant of Customer made in this Agreement.

8.2 Feed.fm. Subject to Customer's compliance with the terms and conditions of this Agreement, Feed.fm agrees to indemnify and hold harmless Customer from any third party claim alleging that Feed Originals Content infringes the Intellectual Property Rights of such third party.

9. Dispute Resolution

9.1 Any arbitration action shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in San Francisco, California. The Arbitrator shall be bound by the laws of the State of California.

9.2 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.

10. Miscellaneous

10.1 Assignment. Either party shall have the right to assign this Agreement upon written consent of the other party, such consent not to be unreasonably withheld; 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.

10.2 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.

10.3 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.

10.4 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.

10.5 Integration. This Agreement (including the SOW and any addenda hereto signed by both parties, 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.

10.6 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.