TERMS OF USE

The following terms and conditions (“Terms of Use”) shall govern your use of the SoundSplore Service (the “Service”) outlined below. We may change the Terms of Use from time to time, at any time without notice to you, by posting such changes on the Service. In addition, we reserve the right, for any reason, in our sole discretion, to terminate, change, suspend, or discontinue any aspect of the Service, including, but not limited to, music offered on the Service, or other content, which can include information, data, text, sound, images, software, photographs, graphics, audio and video clips, playlists, databases, e-mails, messages, and posted comments and reviews or other materials (“Content”). Any references to “you” and “your” refer to you, as a user of the Service. References to “we”, “us” and “our” refer to SoundSplore.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN PARAGRAPH 20 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

BY ACCESSING AND/OR USING THE SERVICE, INCLUDING REGISTERING FOR AN ONLINE ACCOUNT, INTERACTING WITH THE SERVICE, OR SUBMITTING INFORMATION OR USER CONTENT THROUGH THE SERVICE, YOU ACCEPT AND AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICE.

1. THE SOUNDSPLORE SERVICE:

We agree to provide you with the SoundSplore Service. The Service includes all of the SoundSplore products, features, applications, services, technologies, and software that we provide. The Service is

made up of the following elements:

  • The Service is a social music discovery service. Registered users may submit, upload and post Content using the tools and features provided as part of the Service.

  • The Service offers different types of accounts and features to give users personalized opportunities to create, discover, communicate, connect and share music and other Content with people on and off SoundSplore. The Service enables users to interact with one another in open, publicly accessible conversations as well as private conversations such as one-to- one messages. Users can contribute to discussions and view, listen to and share Content uploaded and made available by registered users.

  • The Service utilizes systems, including technologies like artificial intelligence and machine learning, to understand who and what you and others care about, and use that information to help users create, discover, connect and share experiences. That may include suggesting Content, features, offers and accounts that you might be interested in, and offering ways for you to experience the Service, based on things that you and others may do on and off SoundSplore.

  • We may serve targeted ads, offers and other sponsored Content from third party partners. We may use information that you make available to us when you interact with the Service to show you ads, offers and other sponsored content with a customized experience.

We grant you a non-exclusive, non-transferable, limited right to access, use and display the Service and the materials provided hereon, and stream the audio and video recordings available on the site, provided that you comply fully with these Terms of Use. You agree not to

interrupt, or attempt to interrupt, the operation of the Service in any way.

  1. REGISTRATION DATA:

You are not authorized to access the Service or stream or upload audio recordings or other User Content unless you have first agreed to these Terms of Use. If you register with us to access the Content, you agree to provide us with accurate, complete and up-to-date information as requested ("Registration Data") including your legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). You may check, following the Help instructions on the Service, to determine whether your Registration Data is current and accurate, and, if not, to correct or update your Registration Data. Failure to comply with this provision (including, without limitation, falsification of any Registration Data) may, at our option, result in immediate suspension or termination of your right to access and use the Service without refund of any sums you may have paid. You agree to notify us promptly, following the Help instructions on the Service, in the event of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. In the event of a breach of security of which you are aware or should be aware, you will remain liable for any unauthorized use of your account until you update your Registration Data. If your credit card expires, is canceled, is lost or is subject to use without your authorization, or if your account is subject to use without your authorization, follow the Help instructions on the Service to update your Registration Data.

  1. INTELLECTUAL PROPERTY:

All materials and Content on the Service, including, without limitation, text, images, software, audio and video clips, playlists, databases, e- mails, and posted comments and reviews are owned or controlled by SoundSplore and/or its licensors, which retain all right, title, and interest in and to the Content. The Service and Content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws. You may not download, display, reproduce, create derivative works from, transmit, sell, distribute, or in any way exploit the Service, the Content, or any portion thereof for any public or commercial use without our express written permission. Notwithstanding the above, you may stream the audio and video recordings as permitted in paragraph 1 above. Use of the Content for any purpose not expressly permitted in these Terms of Use is prohibited. You agree not to use any trademarks, service marks, names, logos, or other identifiers of SoundSplore or its employees, licensors, independent contractors, providers and affiliates (collectively, "Affiliates") without our prior written permission or the permission of the relevant Affiliate. In addition, you may not use our trademarks: (a) in, as, or as part of, your own trademarks or those of any third parties; (b) to identify products or services that are not those of SoundSplore; (c) in a manner likely to cause confusion; or (d) in a manner that implies inaccurately that SoundSplore sponsors or endorses or is otherwise connected with your own activities, products and services or those of third parties. SoundSplore and other related marks used on this Service are service marks of SoundSplore Inc.

4. USER CONTENT:

SoundSplore users may post, upload, or otherwise contribute their own content to the Service ("User Content"). For the avoidance of doubt, "User Content" includes all audio and video recordings, photographs, mixtapes, playlists, information, materials and other content that is

added, created, uploaded, submitted, distributed, or posted to the Service by users. You are solely responsible for all User Content that you post.

You represent and warrant that, with respect to any User Content you post on the Service, (1) you own or have the right to post such User Content; and (2) such User Content, or its use by SoundSplore pursuant to the license granted below, does not: (i) violate these Terms of Use, applicable law, or the intellectual property or other rights of any third party; or (ii) imply any affiliation with or endorsement of you or your User Content by SoundSplore or any artist, band, label, or other individual or entity without the prior express written consent from SoundSplore or such individual or entity.

You acknowledge that any User Content or other information posted or shared on the Service will be publicly accessible and may be used and re-shared by others on the Service and across the web. You will have the opportunity to review and reset your privacy settings when you so wish. SoundSplore is not responsible for what you or others post or share on the Service.

SoundSplore may, but has no obligation to, monitor or review User Content. SoundSplore reserves the right to remove or disable access to any User Content for any or no reason. SoundSplore may take these actions without prior notification to you.

You retain ownership of your User Content when you post it to the Service. However, in order for us to make your User Content available on the Service, we require a limited license from you for the use of your User Content. Accordingly, you hereby grant to SoundSplore a non- exclusive, transferable, sub-licensable, royalty-free, fully paid, irrevocable, worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any such User Content through any medium,

whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with the Service. Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content. If you provide ideas, suggestions, or other feedback in connection with your use of the Service or any Content ("Feedback"), such Feedback is not confidential and may be used by SoundSplore without restriction and without payment to you. Feedback is considered User Content under these Terms of Use.

You also grant to us the right (1) to allow the SoundSplore Service to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the SoundSplore Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. We may use cookies to enhance your user experience and to obtain aggregate data pertaining to users such as frequency of use, duration of use, musical preferences, age ranges and other demographic information.

In any part of the SoundSplore Service, the Content that you access, including its selection and placement, may be influenced by commercial considerations, including SoundSplore's agreements with third parties. Some Content licensed by, provided to, created by, or otherwise made available by SoundSplore may incorporate advertising or other promotional messages.

SoundSplore respects the rights of intellectual property owners. If you believe that any Content infringes your copyright rights, please see the SoundSplore Copyright Policy. [Insert link]

5. HOW OUR SERVICE IS FUNDED:

You acknowledge that we may show you ads that businesses and organizations pay us to promote on the Service. We use your personal data, such as information about your activity and interests, to show you ads that are more relevant to you.

We show you relevant and useful ads without disclosing to advertisers who you are. We don’t sell your personal data. We allow advertisers to tell us things like their business goals and the type of audience they want to see their ads. We then show their ads to people who might be interested.

We also provide advertisers with reports about the performance of their ads to help them understand how people are interacting with their content on and off SoundSplore. For example, we provide general demographic and interest information to advertisers to help them better understand their audience. We don’t share information that directly identifies you (information such as your name or email address that by itself can be used to contact you or identifies who you are) unless you give us specific permission.

You may see branded content on SoundSplore posted by users who promote products or services based on a commercial relationship with the business partner mentioned in their content.

Users may support a creator and may receive special benefits including, but not limited to, shoutouts, exclusive creations, or merchandise. All user/creator transactions are contracts between users and creators. You may pay a one-time immediate charge or, to access special benefits such as a fan club, periodic and automatically- renewing subscriptions.  Although SoundSplore is the billing entity that

is associated with this charge, SoundSplore is not a party to any contract which may exist between a user and a creator, and is not responsible for any user/creator transactions. If your primary payment method fails and you’ve configured one or more backup payment methods, then we will charge those backup payment methods based on that configuration.

The timing and amount of each offering or subscription depends on the type of offering or subscription you select and the creator you support. You will have the opportunity to view the details prior to purchasing the offering or commencing the subscription and you can view all your active subscriptions and your billing history. You authorize and consent to each of these payments being debited using your supplied payment card details.

To support the creator, simply purchase the offering or subscribe or purchase a paid subscription or other offering on SoundSplore. Subject to these terms and full payment of all applicable charges, to the extent a subscription or offering includes access to one or more of a creator’s creations, you will receive a non-exclusive, non-transferable, non- sublicensable, revocable, limited license to access and view those creations for your own private, personal, non-promotional, non- commercial use. Creations you gain access to in this manner will generally continue to be available to you, but may become unavailable at any time as described below.

In addition to one-time purchases, creators may offer various types of paid, automatically renewing subscriptions to users. One type is a monthly subscription where you pay per month. The second is a per- creation subscription where you pay per-creation posted by the creator. You can set a limit on the number of creations you pay for in a single month under this per-creation subscription model. The third is an annual subscription, in which you pay for a year of access in advance, typically at a discounted rate. Not all types of membership

subscriptions are offered by all creators and the then-current subscription options for a given creator will be presented to you prior to purchasing the membership.

Each type of paid subscription automatically renews monthly (for monthly and per-creation memberships) or annually (for annual memberships) until you cancel via your membership settings. If your subscription includes a free trial, then, unless you cancel via your membership settings before your free trial ends, you will be charged for the first time after the specified free trial period ends and you’ll start an automatically renewing paid subscription on SoundSplore of the type you selected. Your recurring charge date may be earlier than the date you first subscribed for reasons including, for example, differences between your time zone and the time zone in which our billing systems operate, and your most recent previous charge date being earlier due to variances in the length of months. The amount you are charged for a membership subscription may increase with notice to you. This enables creators to, for example, adjust membership prices to account for increased costs, new or different benefits, or other changed circumstances. Similarly, this enables SoundSplore to account for new currency exchange rates by refreshing the conversion rate applied when a patron pays in a currency different than the one chosen by the creator. SoundSplore does not control the applicable tax that you may be charged and this amount may increase without notice to you.

You may cancel your free trial or recurring payments at any time, as described above. For monthly and annual memberships, canceling or lowering the tier support of your membership will impact your next recurring charge. For per-creation memberships, lowering the tier support of your membership will impact your next per-creation charge and canceling your membership will go into effect before your next per- creation charge. Annual memberships may be canceled or increased, and increasing your payment to a higher tier level in an annual

membership will go into effect in the current payment term. When you increase your payment during the current payment term, you may be credited for any payment already made in that term. For example, if you upgrade from a monthly membership to an annual membership, then the amount you already paid for that particular month may be credited toward, and thereby reduce the first-year cost of the annual membership.

Canceling your membership or lowering the tier support below the applicable threshold may result in your loss of access to membership subscription benefits, including a creator’s fan club-only posts and other benefits. You may also lose access to offerings you have purchased and membership subscription benefits if, for example and as applicable, your payment method fails, we terminate your account, the creator blocks you, the creator stops making offerings and/or memberships available on SoundSplore, the creator deletes their SoundSplore account, the creator changes who has access to an offering and/or membership, the creator removes a post or offering from their SoundSplore account, we remove the creator from SoundSplore, we change who has access to an offering and/or membership, or we remove a post or offering from from a creator’s SoundSplore account. We are not required to allow you to access an offering, be a patron of, or to otherwise interact with any particular creator.

Membership subscriptions and offerings vary and we have limited control over their quality and specific benefits. We attempt to screen for fraudulent creator pages, but cannot guarantee the identity of creators or the validity of any claims they make. We appreciate your help reporting suspicious creator pages so we can keep the SoundSplore community safe.

If you are located in a jurisdiction in which SoundSplore is required to charge and collect tax, for example VAT or sales tax, then this tax will be

added to the total charge. Except in limited circumstances, this tax is shown to you when purchasing an offering or starting a paid subscription. SoundSplore remits all tax collected to the applicable taxing authorities. As tax is largely dependent on your location, you agree to keep your location up to date in order to enable accurate collection of taxes.

If you pay in a currency that is different from the currency associated with your payment instrument, then the financial institution associated with that payment instrument may charge you a foreign transaction fee for that payment. We do not apply this fee and have no control over it, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee.

Even if you pay in the same currency as the currency associated with your payment instrument, when your payment is processed in a country different from the one associated with your payment instrument, then the financial institution associated with that payment instrument may charge you a foreign transaction fee for that payment. We do not apply this fee, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee, but our choices about payment processing may impact or otherwise give rise to this fee.

We are constantly experimenting with product features and may add, remove, or test features with a subset of users. Access to these features is not guaranteed and may not be subject to your control. Instead, we may enable and disable these early-access, beta, or test features at our sole discretion. These features may also be subject to additional restrictions and limitations.

Our policy is not to provide refunds, including in the event if you lose access to offerings and/or membership subscription benefits as described above, though we may grant a refund in exceptional

circumstances at our sole discretion. If you made a purchase on certain platforms (like the Apple App Store), then SoundSplore may not be able to address any associated refund requests, and you may need to contact those platforms directly

6. COMMUNICATIONS WITH THE SERVICE:

You are solely responsible for the content of any transmissions you make to the site or any User Content you upload to the site (or that are made or uploaded using your password) (the "Communications"). You shall not upload to, or distribute to, or otherwise publish (or permit uploading, distribution or other publishing using your password) to the Service any Communication which (a) is for commercial purposes or otherwise advertises or solicits for the sale of goods or services other than for SoundSplore’s services; (b) constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (c) is obscene, indecent, pornographic, profane, sexually explicit, or abusive; (d) constitutes or contains false or misleading indications of origin or statements of fact;

(e) slanders, libels or defames any person or entity; (f) causes injury of any kind to any person or entity; (g) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party; (h) violates any applicable laws, rules, or regulations; or (i) contains software viruses or any other malicious code designed to interrupt, damage, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to damage or obtain

unauthorized access to any data or other information of any third party.

7. PUBLIC COMMUNICATIONS:

You acknowledge and agree that any Communications made to or by means of any portion of the Service are public. You acknowledge that

(a) you have no expectation of privacy in any Communication and (b) no confidential, fiduciary, contractually implied or other relationship is created between you and SoundSplore by reason of your transmitting a Communication to any area of the Service. By transmitting any Communication to the Service, you grant to SoundSplore a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, distribute, display, reproduce, transmit, modify, edit, and otherwise exploit such Communication, in all media now known or later developed. The foregoing grant shall include the right to exploit any proprietary rights in such Communications, including, without limitation, any intellectual property laws under any relevant jurisdiction, and shall constitute a waiver of any proprietary rights, "moral rights," or any similar rights under any jurisdiction.

8. "OPT-IN" FOR SPECIAL NOTICES:

SoundSplore may periodically make special offers or communications to users of the Service. If you would like to receive such offers or communications, you may "Opt-In" at any time by checking the "Opt-In" box that appears on the e-mail notices page of the Service, and providing the e-mail address you wish to use to receive such notices. If you change your mind at any time, you can reverse your option, or change your e-mail address, using the same page. Selecting the "Opt-

In" option constitutes acceptance of SoundSplore’s use of your e-mail address to send you notices pertaining to SoundSplore, its products and services, the Service, and related topics.

  1. YOUR PASSWORD AND RESPONSIBILITY:

As part of the registration process, you will select a password. You are solely responsible for maintaining the confidentiality of any password you use to access the Service and agree that we will have no obligations with regard thereto. You agree not to assign, transfer or sublicense your rights as a user to the Service. Only you are permitted to use your password. You are responsible for all uses of your password. Only one computer may be connected to our system at any one time with one password. You agree that you will take no action to circumvent any copy management protections we encode into the streams or downloads.

  1. INFORMATION PROVIDED:

You acknowledge that any reliance upon any advice, opinion, statement, or other information displayed or distributed through the Service is at your sole risk. SoundSplore reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Service, or to deny access to the Service to anyone at any time.

  1. LINKS TO OTHER WEBSITES:

The Service may contain links to other sites on the Internet that may be maintained by third parties. Such links do not constitute an endorsement by SoundSplore of any third-party site or any materials contained therein. SoundSplore does not control, and is not responsible for, the availability, accuracy, or currency of such third-party sites or any information, content, products, or services accessible from such third-party sites.

  1. AGE RESTRICTIONS:

You represent and warrant to SoundSplore that you are at least eighteen (18) years old and that you possess the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement, or if you are under 18 years of age or the age of  majority in your jurisdiction, you are 16 years of age or more if you reside in the European Union and UK or 13 years of age or more if you reside in the United States or anywhere else.

  1. INDEMNIFICATION:

You hereby agree to indemnify, defend, and hold harmless SoundSplore from and against any and all liability and costs incurred by SoundSplore in connection with any Claim arising out of any breach or alleged breach of any of your obligations set forth herein. You shall cooperate as fully as reasonably required in the defense of any Claim.

SoundSplore reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to

indemnification by you and you shall not in any event settle any matter without the written consent of SoundSplore.

  1. DISCLAIMER OF WARRANTY:

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, OR NON- INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SOUNDSPLORE MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE BY SOUNDSPLORE. SOUNDSPLORE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE SERVICE, INCLUDING THE SERVER(S) ON WHICH THE SERVICE IS OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEVERTHELESS, SOUNDSPLORE WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SERVICE FREE OF VIRUSES, WORMS, TROJAN HORSES, AND ACTIVE MALICIOUS CODE.

  1. LIMITATION OF LIABILITY:

USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ASSUME FULL

RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR STREAMING AND/OR USE OF FILES, INFORMATION, COMMUNICATIONS, CONTENT, OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SERVICE. UNDER NO CIRCUMSTANCES SHALL SOUNDSPLORE, OR ANY PROVIDER OF TELECOMMUNICATIONS OR NETWORK SERVICES FOR SOUNDSPLORE, BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR FEE-BASED SERVICES, EVEN IF SOUNDSPLORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF SOUNDSPLORE IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS AND USE OF THE SERVICE. YOU HEREBY RELEASE SOUNDSPLORE AND ITS AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

  1. TERMINATION:

In addition to any other rights of the parties set forth herein, either you or SoundSplore may cancel or terminate your access to the Service.

SoundSplore also reserves the right to restrict, suspend or terminate your access to the Service in whole or in part, without notice, with respect to any breach or threatened breach of any portion of these Terms of Use. If SoundSplore terminates these Terms of Use based on a breach of any portion of these Terms of Use, SoundSplore reserves the right to refuse to provide use and/or access to any Services to you in the future. You acknowledge that SoundSplore shall not be liable to you or any third party for any termination of your access to this Service.

  1. MODIFICATIONS:

  1. To the Terms of Use: SoundSplore has the right to modify these Terms of Use and any policies affecting the Service. Any modification is effective as of the posting to the Service or distribution via electronic mail or conventional mail. Your continued use of the Service following notice of any modification to these Terms of Use shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of SoundSplore in providing the Service, including without limitation (i) any change in the Content, or (ii) any change in the amount or type of fees associated with the use or access of the Service, is to cancel your account in accordance with the Service Help instructions.

  1. To the Service: SoundSplore has the right to modify, suspend or discontinue the Service or any portion thereof at any time, including the availability of any area of the Service. SoundSplore may also impose limits on certain features and services or restrict your access to parts or all of the SoundSplore Service without notice or liability.

18. VIOLATIONS:

If you see any material or Content on the Service that you believe violates these Terms of Use or the rights of any person, please notify us at developer@soundsplore.com.

If you believe that your work has been copied and is accessible on this Service in a way that constitutes copyright infringement, you may notify SoundSplore at support@soundsplore.com.

  1. GENERAL:

These Terms of Use constitute the entire agreement between you and SoundSplore with respect to the Service and supersede all prior agreements between you and SoundSplore with respect to the Service. Failure by SoundSplore to enforce any provision of these Terms of Use shall not be construed as a waiver of any provision or right.

Interpretation and enforcement of these Terms of Use shall be governed by the laws of the state of California (excluding its choice of law rules). You consent irrevocably to personal jurisdiction in the federal and state courts of California for any action arising out of or relating to your use of the Service. The federal and state courts of California shall have exclusive jurisdiction over all such actions. In the event that any portion of these Terms of Use is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.

  1. ARBITRATION

Except as provided below, you and we agree that any cause of action, legal claim, or dispute between you and us arising out of or related to these Terms or the Service ("Claim(s)") shall be resolved by arbitration on an individual basis. Class actions and class arbitrations are not permitted; you may bring a Claim only on your own behalf and cannot seek relief that would affect other SoundSplore users. If there is a final judicial determination that any particular Claim (or a request for particular relief) cannot be arbitrated in accordance with this provision's limitations, then only that Claim (or only that request for

relief) may be brought in court. All other Claims (or requests for relief) remain subject to this provision.

Instead of using arbitration, you or we can bring Claims in your local "small claims" court, if the rules of that court will allow it. If you don't bring your Claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the Claims must be resolved by binding, individual arbitration. The American Arbitration Association will administer all arbitrations under its Consumer Arbitration Rules. You and we expressly waive a trial by jury.

The following Claims don't have to be arbitrated and may be brought in court: disputes related to intellectual property (like copyrights and trademarks), violations of our Platform Policy [Insert link], or efforts to interfere with the Service or engage with the Service in unauthorized ways (for example, automated ways). In addition, issues relating to the scope and enforceability of the arbitration provision may be litigated in court.

This arbitration provision is governed by the Federal Arbitration Act.

You can opt out of this provision within 30 days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your SoundSplore account, and a clear statement that you want to opt out of this arbitration agreement, and you must send your notice here: SoundSplore, Inc. ATTN: SoundSplore Arbitration Opt-out, 1601 Campbell Street, CA 91207.

Before you commence arbitration of a Claim, you must provide us with a written Notice of Dispute that includes your name, residence address, username, email address or phone number you use for your SoundSplore account, a detailed description of the dispute, and the

relief you seek. Any Notice of Dispute you send to us should be mailed to SoundSplore, Inc. ATTN: SoundSplore Arbitration Opt-out, 1601 Campbell Street, CA 91207. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your SoundSplore account, or other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.

We will pay all arbitration filing fees, administration and hearing costs, and arbitrator fees for any arbitration we bring. For all other Claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider's rules, including rules regarding frivolous or improper Claims.

For any Claim that is not arbitrated or resolved in small claims court, you agree that it will be resolved exclusively in the U.S. District Court for the Southern District of California or a state court located in Los Angeles County. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such Claim.

The laws of the State of California, to the extent not preempted by or inconsistent with federal law, will govern these Terms of Use and any Claim, without regard to conflict of law provisions.