TUNE.FM.
ARTIST AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR OTHERWISE UPLOADING SONGS TO THE SERVICE, ARTIST AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 17.

This Artist Agreement (“Agreement”) is between hearo.fm, Inc. (“Hearo”) and the individual artist, group, duo, band, or entity (referred to as “Artist”) who wishes to upload original music in the form of master sound recordings (and the musical compositions embodied therein) that are owned or controlled by Artist (each a “Song”) to the tune.fm website (located at www.tune.fm) (the “Site”). Such Songs are uploaded by Artist in order to facilitate the marketing, streaming, and/or distribution of such Songs by Artist directly to users (the “Users”) of thetune.fm music marketplace (the “Service”). This Agreement becomes effective at the moment Artist, or Artist’s representative, clicks the “I Accept” button below (the “Effective Date”) or otherwise uploads Songs to the Service. Artist’s use of the Site is also subject to, and Artist agrees to be bound by, the tune.fm website Terms of Service tune.fm/terms (“Site Terms”). In the event of any conflict between this Agreement and the Site Terms, this Agreement shall control.

If you use the Service, or create an account, on behalf of an Artist, you represent that you are an authorized representative of, and have the authority to bind and enter into this Agreement on behalf of, such Artist, and that such Artist agrees to be bound by this Agreement.

Hearo reserves the right to change or modify the terms and conditions of this Agreement at any time and in its sole discretion. If we make material changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Site, or updating the date at the top of this Agreement. If notice is provided, unless we say otherwise in our notice, the amended Agreement will be effective thirty (30) days after the date such notice was provided. Otherwise, the modified Amendment will be effective immediately. Your continued use of the Site or Service following such notice will constitute your acceptance of such changes or modifications. If you do not agree to the amended Agreement, you must stop using our Site and Service.

1. The Service. The Service is an online marketplace platform that enables Artist to market, promote, and monetize their Songs through the Service using the tools and features provided by Hearo. The Service will enable Artists to offer steams of their Songs to Users in exchange for JAM Tokens (as described in the Hearo Terms of Service tune.fm/terms) and may enable other forms of monetization, as from time-to-time determined by Hearo.

2. Eligibility. In order to use the Service, you need to: (1) be 18 years of age or older (or the applicable age of majority in your jurisdiction, if other than 18) for individuals and for each member of a group; (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws; and (3) not have been previously barred from the Service for violating this Agreement or any other agreement with Hearo.

3. Uploading of Artist Content. Subject to the terms and conditions of this Agreement, Artist may upload, or authorize others to upload on their behalf: (a) Songs, in a lossless file format, to Artist’s profile page or Artist’s group page on the Site (the “Artist Pages”) during the Term (as set forth in Section 10 below), which Songs will be hosted and stored on the Site at Artist’s direction; and (b) other Artist content, such as artwork, logos, photographs, lyrics, descriptions, comments, bios, text, and metadata, which are uploaded to the Site (the “Additional Content”). The Songs and the Additional Content will together be referred to as the “Artist Content”. The uploaded Artist Content may be displayed on the applicable page and made available to Users through the Service indefinitely unless Artist removes a Song or this Agreement is terminated as set forth herein, provided, however, that either party may remove any or all Artist Content from the Service at any time in its sole discretion.

4. Account Creation. Prior to uploading any Songs, Artist is required to create an account and provide Hearo with a physical mailing address. Hearo will create a digital wallet for Artist (the “Digital Wallet”), and all JAM Tokens earned through the Service (whether from the Songs or as a User of the Service) will be deposited into Artist’s Digital Wallet. Artist must provide accurate account information and promptly update this information if it changes. Artist also must maintain the security of Artist’s account and promptly notify Hearo if Artist discovers or suspects that someone has accessed Artist’s account or Digital Wallet without permission. If Artist permits others to use Artist account credentials, Artist is responsible for the activities of such users that occur in connection with Artist’s account.

5. Artist Fees.

a. The number of JAM Tokens to be paid by Users for streaming an Artist Song will be as set forth on the Site (the “Streaming Fee”) and may be changed from time to time by Hearo in its sole discretion.

b. To the extent these features are made available on the Service, Artist may, at its option: (i) offer the first stream of the Song without charge; (ii) set the maximum amount of Streaming Fees to be paid for each Song, after which the User may access unlimited streams of the Song or download the Song without further charge; and (iii) permit the Song to be downloaded by Users for a fee (in JAM Tokens) determined by Artist (the “Download Fee”); The Streaming Fees and the Download Fees together will be referred to as the “Artist Fees.”

c. Artists may also use their JAM Tokens (up to a budget established by Artist) to pay rewards to Users for their first stream of one or more of their Songs (“JAM Rewards”). When these JAM Rewards are redeemed by Users, the applicable JAM Tokens will be deducted from Artist’s Digital Wallet.

6. Artist Content Rules. Artist agrees not to upload or post any Songs or other Artist Content: (a) that promote or incite hatred, harassment, bullying, or violence, (b) that contain obscenities or any sexually explicit, defamatory, discriminatory, abusive, threatening, hateful, excessively violent, infringing, or other patently offensive or illegal content, or (c) that infringe upon or violate the rights of any third party of the terms of this Agreement or the Site Terms. Hearo has the right, but not the obligation, to review the Artist Content prior to and after uploading, including, but not limited to, comparing the Artist Content against third party databases of copyrighted music for the purpose of identifying infringing materials. In addition, although Hearo has no obligation to screen, monitor, or review Artist Content, Hearo has the right, in its sole and absolute discretion, to review, remove or prevent the upload of any Artist Content to the Site at any time, with or without notice.

7. License Grant & Intellectual Property Rights.

a. Artist hereby grants to Hearo, and Hearo hereby accepts, a worldwide, non-exclusive, sublicenable, royalty-free right and license during the Term to reproduce, distribute, publicly perform, publicly display, adapt, reformat, encode, excerpt, edit, compress, analyze, and otherwise use and exploit the Artist Content as necessary or appropriate to (i) host and display the Artist Content on the Site; (ii) offer and operate the Service; (iii) enable the streaming and other licensing and distribution of Songs to Users as facilitated through the Service on behalf of Artist, including the right to grant sublicenses, as necessary, to allow Users to use and exploit the Songs in accordance with the uses made available through the Service on the terms and conditions set forth in the Site Terms; (iv) demonstrate, market, and promote the Artist Content, the Site, and the Service, and (v) create metadata, improve the Service and the search, discovery and recommendation features relating to the Artist Content, and for other internal purposes such as research, development, analysis, training, and machine learning. To the fullest extent permitted by applicable law, Artist specifically waives any moral rights with respect to any Artist Content. Artist grants Hearo the right to use the name, likeness, and biographical information of any individual Artist, or any member of a duo, band or group, in connection with the Artist Content and the promotion thereof and of the Service. Hearo may also use any Artist trademarks relating to the Artist Content in order to refer to and describe the Artist and the Artist Content, including in promotional materials.

b. All rights in the Site, the Service, and the Hearo Content (excluding the Artist Content) belong solely to Hearo, and no Intellectual Property Rights of any kind are assigned or transferred to Artist under this Agreement. Artist shall have no right to use the Service, the Site or any information or materials on the Site or made available through the Service, including but not limited to data, text, graphics, photographs, reports, music, and other materials (collectively the “Hearo Content”) for any purpose other than as set forth herein or in the Site Terms.

c. For purposes of this Agreement, “Intellectual Property Rights” means all inventions and/or works and any and all rights under U.S. and/or foreign patents, trade secrets, know‑how, copyrights, trademarks, and other industrial or intangible property rights of a similar nature worldwide; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations-in-part of such applications; and all rights under corrections, reissues, reexaminations, patents of addition, extensions, and renewals of any such grant, registration, and/or right.

8. Fees & Payment Terms.

a. Following any paid streaming or other licensing by a User of a Song and receipt of the applicable Fee(s) for such license, Hearo will collect the Artist Fees (in JAM Tokens) from User on behalf of the Artist and remit the applicable Fee(s) to the Artist, less ten (10%) of the Fee(s) as Hearo’s commission (the “Commission”). Such remittance will occur by crediting the Artist’s Digital Wallet within 2 days after receipt of the Fee(s). Artist is solely responsible for collection of the Artist Fees. At the direction of Artist, Hearo can create multiple Digital Wallets for an Artist and split Artist Fees among such Digital Wallets as designated by Artist through Artist’s account settings (the “Artist Split”). Each member of Artist agrees that the amounts paid to Artist in accordance with the Artist Split designated through Artist’s account will constitute payment in full to Artist and all of its members.

b. Artist may use funds from the applicable Digital Wallet for Services on the Site, but Artist shall not have the right to otherwise withdraw funds from the applicable Digital Wallet or to convert JAM Tokens into U.S. dollars or other crypto or fiat currencies.

9. Restrictions.

a. Artist shall not, and not permit its employees, officers, directors, members, managers, partners, agents, third party service providers, or other designated persons (its Representatives”) to, take any of the following actions: (i) upload any Song in which Artist does not own or control all rights in the Song, including all rights in the underlying musical composition (i.e. no cover songs); (ii) upload any Artist Content that is unlawful, infringes or violates the rights or any third party, or otherwise violates the terms of this Agreement or (iii) use the Site or the Service in violation of any applicable law or regulation.

b. Artist acknowledges that it may be necessary or advisable under applicable law for the Company to require certain lockups, dribble out rules, or other features to apply to JAM Tokens. Artist hereby agrees that the Company may apply such lockups, dribble out rules, or other features to JAM Tokens received by Artist as deemed necessary or advisable in the sole and absolute discretion of the Company under then applicable law.

10. Term. The term of this Agreement shall commence on the Effective Date and continue until terminated by either party as set forth herein (the “Term”).

11. Termination; Modification to Service.

a. Either party shall have the right to terminate this Agreement at any time upon thirty (30) days prior written notice to Artist.

b. All features and content on the Service (other than Artist Content) are at the sole discretion of Hearo, and we reserve the right to modify the Site and our Service, and to suspend or discontinue the Service, or any portion thereof, at any time in our sole discretion. Hearo is not responsible for any loss or harm related to your inability to access or use our Service.

c. Upon termination or expiration of this Agreement for any reason (i) Artist’s right to use the Services shall cease immediately including, without limitation, the right to upload, stream and otherwise distribute any Songs on the Site, (ii) the Songs shall be removed from the Site, (iii) the Artist’s Digital Wallet will be terminated, and (iv) Hearo’s license to host and promote and otherwise use and exploit the Songs on the Site shall terminate, provided, however, that any rights or licensed with respect to the use of Songs properly granted to Users through the Service during the Term will continue in effect after termination in accordance with the terms and conditions applicable to such User’s use of the Song.

d. Sections 7.b, 9.b, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of this Agreement will survive any termination or expiration of this Agreement.

12. Confidentiality.

a. As a result of entering into this Agreement, Artist has and will have access to certain confidential information (“Confidential Information) of Hearo. “Confidential Information” means any nonpublic Hearo Content or Hearo Intellectual Property and other nonpublic information about Hearo that Artist may gain access to in connection with the Service.

b. Confidential Information does not include information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) received by Artist from a third party not subject to any obligation of confidentiality; (iii) already in Artist’s possession prior to the date of receipt from Hearo, and not subject to any obligation of confidentiality; or (iv) independently developed by the Artist provided in each case that such information was not obtained by the Artist as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to Hearo.

c. At all times the Artist shall: (i) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (ii) not use Hearo’s Confidential Information other than as necessary to perform its obligations or exercise its rights under this Agreement, (iii) not disclose, distribute, or disseminate the Confidential Information to any third party (except to Representatives, as expressly permitted below), and (iv) disclose Hearo’s Confidential Information to its Representatives on a “need to know basis;” provided that each Representative is bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

13. Artist Representations and Warranties. Artist hereby represents and warrants to Hearo as follows:

a. it has the right to enter into and perform this Agreement and to grant the rights granted herein, without violating the rights of, or conflicting with any obligations to, any third party;

b. it owns or controls all right, title, and interest in and to the Artist Content, including all sound recordings, musical compositions and Intellectual Property Rights contained therein, and the rights granted by Artist are sufficient to enable Hearo to facilitate the grant of rights made available to Users through the Service without the need to obtain any additional rights, licenses or permissions and without any financial or other obligations to Artist or any third parties (including any payments to artists, songwriters, performance rights organizations, or labor unions);

c. the use of the Artist Content and associated Intellectual Property Rights, as contemplated under this Agreement, do not, and will not, infringe, misappropriate or otherwise violate any Intellectual Property Rights or other rights of any third party;

d. the Artist Content shall be free of any “virus”, “Trojan Horse” “worm”, “self-destruction”, “disabling”, “lock out”, “metering” device or any other malicious code as such terms are understood in the technology industry, which could impair access to or use thereof by Hearo and/or Users;

e. the Artist Content does not contain misleading or false information, constitute libel or slander, or contain any illegal or defamatory content, and

f. it shall comply with all applicable laws, rules, and regulations with respect to its the Artist Content and Artist’s actions and obligations under this Agreement.

14. DISCLAIMER OF WARRANTIES. THE SITE, THE SERVICE, AND THE HEARO CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF HEARO, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “HEARO PARTIES”) MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM, ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, THE SERVICE, AND THE HEARO CONTENT INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

15. Limitation of Liability.

a. IN NO EVENT WILL THE HEARO PARTIES BE LIABLE TO ARTIST (NOR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM ARTIST’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE SERVICE, THE SITE, THE HEARO CONTENT, OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER THE HEARO PARTIES WERE ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

b. THE HEARO PARTIES MAXIMUM, AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, THE SERVICE, OR THE HEARO CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE COMMISSION ACTUALLY PAID TO HEARO BY ARTIST DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

c. To the extent the exclusions and limitations of liability set forth in this Section is not permitted under applicable law, the Hearo Parties liability in such case will be limited to the greatest extent permitted by applicable law.

16. Indemnification. Artist shall defend, indemnify, and hold the Hearo Parties harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys’ fees, related to or arising out of (a) any breach or alleged breach of this Agreement by Artist, including of any representations or warranties of Artist, (b) any violation of this Agreement or the Site Terms by Artist; or (c) any use of or inability to use the Artist Content by Hearo or its Users, including any claims that the Artist Content infringes or violates the rights of any third party.

17. Dispute Resolution; Binding Arbitration. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Hearo and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions . You and Hearo agree that any dispute arising out of or related to these Terms, the Service, or our Site is personal to you and Hearo and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes . Except for small claims disputes in which you or Hearo seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Hearo seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Hearo waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms, the Service, or our Site, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Hearo you agree to first contact Hearo and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Hearo by email at legal@hearo.fm. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Hearo cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New Castle County, Delaware unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 17, a “consumer” means a person using the Site for personal, family or household purposes. You and Hearo agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and Hearo agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Hearo, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Hearo agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Hearo will pay the remaining JAMS fees and costs. For any arbitration initiated by Hearo, Hearo will pay all JAMS fees and costs. You and Hearo agree that the state or federal courts of the State of Delaware and the United States sitting in New Castle County, Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Hearo will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section17 by emailing us at legal@hearo.fm. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.

If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.

18. Miscellaneous. In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. Hearo shall have a right of set-off for monies owed against Artist’s Digital Wallet. Artist expressly absolves and releases the Hearo Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. Artist may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement and any other agreements between the parties entered into through this Site shall be governed by and construed in accordance with the laws of the State of Delaware. Except for proceedings commenced by Hearo to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in New Castle County, Delaware. This Agreement contains the entire agreement of the parties concerning the Site or the Services and the Content, and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. Artist shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site, the Services and/or the Content. Without limiting the generality of the foregoing, Artist expressly agrees to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. Artist is prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by Hearo.

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