Score Revolution Registered User Agreement

This Registered User Agreement (the “Agreement”) is made this 11th day of December, 2017 by and between Score Revolution LLC (“Score”), with its principal place of business at 1680 Vine St, Suite 521, Hollywood, CA 90028 and you (“User”).

Introduction

1. Score owns or has rights to certain musical compositions and sound recordings (“Score Music”); and

2. User desires to become a registered user of the Score Revolution website (the “Site”) in order to use all the functionality available thereon, including browsing and searching the library of Score Music, downloading tracks thereof for limited, noncommercial uses, and requesting quotes for synchronization licenses for such tracks.

Score and User hereby agree as follows:

1. Website Terms and Conditions of Use. User hereby acknowledges and agrees that its use of the entire Site, including without limitation those portions thereof that are available to the Site’s registered users, is governed by the Site’s Terms and Conditions of Use, and the terms thereof form a portion hereof as if reproduced herein in their entirety.

2. Registered User Name and Password. User shall use reasonable care to protect the confidentiality of User’s registered username and password for the Site (the “Credentials”) and shall not share, sell, lease, lend, transfer, or otherwise disclose the same to any third party.

3. Uploading Music for Upload Search. With respect to music uploaded by User in connection with the Site’s search functionality, User represents and warrants that it owns or otherwise has sufficient rights to permit it to upload such music without consideration of any kind becoming due or payable to any third party.

4. Music Licenses. No ownership interest in the Score Music passes to or vests in User at any time. No synchronization license or any other commercial license is granted hereunder or under any license price quote provided via the Site. Such licenses to the Score Music may be granted, if at all, only pursuant to written license agreements duly executed by authorized Score representatives and only in Score’s sole discretion. In the event of any conflict between any such written license agreement and this Agreement, such written license agreement shall control. User may make only personal, noncommercial use and shall make no other use of music downloaded from the Score Revolution website, including evaluating whether to obtain a synchronization license from Score, unless and until such a license is obtained as set forth above.

5. Availability. Portions of the Score Music library may become unavailable for download or license at any time without notice. Upon notice from Score that particular portions of the Score Music library are no longer available for license, User shall delete or destroy all copies of such portions downloaded from the Site in User’s possession and control.

6. Representations and Warranties. Score represents and warrants to User that it has the full right, power, and authority to enter into this Agreement and to grant the rights granted hereunder. User represents and warrants to Score that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

7. Indemnity. User shall indemnify Score, its affiliates, its licensors, and its principals, officers, directors, agents, employees, representatives, successors and assigns from any and all claims, liabilities, losses, damages, and expenses, including, without limitation, attorney’s fees and legal expenses, that arise in connection with any breach of this Agreement or use of the Score Music by User, its personnel, or other users of the Credentials that is not in accordance with this Agreement.

8. Warranty Disclaimer. THE SITE, ITS FUNCTIONALITY, AND THE SCORE MUSIC ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SCORE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THIS AGREEMENT, THE SITE, SCORE MUSIC, OR OTHERWISE, AND SCORE HEREBY DISCLAIMS ALL SUCH WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SCORE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING HEREUNDER OR IN CONNECTION HEREWITH, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. SCORE’S AGGREGATE LIABILITY HEREUNDER UNDER ALL CAUSES OF ACTION SHALL NOT EXCEED US$10. THE FOREGOING LIMITATION SHALL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.

10. Term. The term of this Agreement shall commence upon User’s indication of its acceptance hereof by clicking the “Agree to Terms” button below and shall continue until terminated in accordance herewith. Either party may terminate this Agreement upon 30 days written notice to the other, with or without cause. Either party may terminate this Agreement immediately upon written notice to the other in the event of the other party’s breach hereof. Upon any termination of this Agreement, User shall delete copies of any Score Music in its possession from any storage devices owned or controlled by User, and no longer access any Score Music or the Site. The provisions of this Agreement shall survive its termination except as indicated.

11. Governing Law. This Agreement shall be construed as if both parties wrote it, governed by the laws of the State of California (not including its conflict of interest laws), and User hereby consents to exclusive jurisdiction and venue in the Federal and State courts sitting in Los Angeles County, California. User waives all defenses of lack of personal jurisdiction and forum non-conveniens. In any action to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE ARISING UNDER OR RELATING TO THIS AGREEMENT.

12. Assignment. User may not assign or transfer this Agreement or any rights and/or obligations hereunder without Score’s prior written approval. Score may assign or transfer this Agreement and its rights hereunder in Score’s sole discretion.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement shall not be modified except by a written agreement signed by each of the parties, except that Score may modify this Agreement to conform to the conduct of its business, such modifications becoming effective upon notice to User.

14. Miscellaneous. This Agreement does not create a joint venture, partnership, or association between User and Score. Neither Score nor User has the right or power to obligate or bind the other. If any provision of this Agreement is determined to be unenforceable, the court shall substitute a replacement provision that most nearly realizes the intent of the parties and the remainder of this Agreement shall continue in full force and effect. The waiver of either party or a failure of either party to claim a breach of any term or condition hereof shall not affect the right to require full performance thereafter, nor will it constitute a waiver of any subsequent breach.

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