Terms Of Use

EVEN's Terms Of Use

A
Written by Andrea Torres
Updated over a week ago

1. HOW EVEN WORKS

1.1. The Site and Releases. EVEN Labs Inc. (“EVEN”, “we”, “us” or “our”) owns and operates a

platform through its website located at www.even.biz and any associated app and any

connected software (collectively, the “Site”) that allows:


1.1.1. artists, creators, distributors, record labels and other licensors (each a “Licensor”,

collectively “Licensors”) to create and sell digital assets (each a “Release”) that relate

to or are associated with sound recordings, audiovisual content and associated

artwork (“Licensor Content”) that the Licensor owns or controls; and


1.1.2. other users to preview, buy and display those Releases and access the associated

Licensor Content.


1.2. Functionality, Access and Merchandise. The Site enables users that have purchased or otherwise lawfully acquired Releases (“Holders”) to access and play back associated Licensor Content via the content player available on the Site (“Site Player”) for the duration of the Release Period (as defined below). Licensors may additionally offer access to benefits and experiences such as private views and shows, Q&A sessions and meet-and-greet sessions (“Access”) and the right for Holders to redeem or be entitled to purchase physical goods such as CDs, vinyl records, cassette tapes, clothing and other merchandise (“Merchandise”) in connection with their Releases. Any Access and Merchandise available in respect of each Release is determined by the Licensor.

1.3. Release Period. The period during which Holders are entitled to access, playback and/or receive a download (if applicable) of the Licensor Content shall be determined by the Licensor in each case for each Release (the “Release Period”). Prior to purchase of a Release, we shall inform you via the Site of: (i) the date on which the Release Period commences (which may be prior to the general release date for the applicable Licensor Content); and (ii) the minimum length of the Release Period. You understand that while the Licensor may choose (in their discretion) to maintain access to the Licensor Content beyond the minimum period, they are not required to do so and once the Licensor removes or requests EVEN to remove access to the Licensor Content on or following the minimum period, you shall no longer be able to access, play or download the Licensor Content through the Site. EVEN requires each Release to have a minimum of a 30-day Release Period.

1.4. EVEN’s role. The Site is a hosting service and administrative platform that facilitates

transactions of Releases between Licensors and other users. EVEN operates and maintains the Site, including the associated tools, functionality and software (such as the Site Player) only. EVEN is not a party to any transaction or agreement between Licensors and other users in relation to the sale and purchase of Releases, including, without limitation, in connection with any associated Access and/or Merchandise.

1.5. Buying a Release. If you buy a Release: (i) that transaction is a contract between you and the relevant Licensor; (ii) that Licensor shall be the seller of record in respect of that Release; and (iii) you understand and agree that the Licensor is responsible for all aspects of the sale, provision and delivery of the Release and any associated Access and/or Merchandise.

1.6. Ownership. When a Holder purchases a Release, they own that Release and any

Merchandise they receive in connection with that purchase. That Holder does not own the Licensor Content in that Release, but is granted certain rights to use that Licensor Content for the Release Period. Further, for the avoidance of doubt, that Holder does not own any portion of the musical composition(s) embodied in the sound recording(s) associated with the Release. Usage rights are determined by the relevant Licensor for each Release and may include, for example, the right to stream the audio of the Release via the Site Player or the right to download and listen to the audio of the Release offline.

1.7. Smart Contracts. Releases are represented in smart contracts on the Polygon blockchain that provides an immutable ledger of all transactions that occur on and off the Site (“Smart Contracts”). This means that Releases are outside of the control of any one party, including EVEN, and are subject to many risks and uncertainties. We neither own nor control the Polygon network, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Site. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You understand that your Polygon public address may be made publicly visible whenever you engage in a transaction on the Site.

1.8. These Terms of Use. These terms and conditions and any documents they expressly

incorporate by reference (collectively, the “Terms of Use”) form a legal agreement between you and EVEN that governs:


1.8.1. our operation, maintenance and provision of the Site, including any content, services and tools offered on or via the Site and the functionality that enables Licensors to create Releases and enables you to browse, preview, buy and display Releases

(collectively, “Services”); and

1.8.2. your access to and use of the Services.

1.9. Application of Terms of Use. The main body of these Terms of Use apply to all users of the Services, including, without limitation, Licensors. The provisions set out in the Additional Licensor Terms Appendix below apply to Licensors only and are incorporated into these Terms of Use by reference.

2. ACCEPTING THESE TERMS

2.1. Accepting. By clicking on the “I Accept” button, completing the account registration process, or using the Services, you accept and agree to be bound and abide by these Terms of Use. You agree that you intend your act to serve as an electronic signature of these Terms of Use with the same force and effect as a manual signature.

2.2. Minimum age. By using the Services and agreeing to these Terms of Use, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms of Use or if you are not at least 18, you must not access or use the Site.

2.3. Changes. EVEN reserves the right to change or modify these Terms of Use at any time and at our sole discretion (we will notify you of any significant changes in advance either by email or via a prominent notice on the Site). You agree and understand that by logging into your account, or by accessing or using the Services, you agree to any revised Terms of Use in force at that time and all of the terms incorporated therein by reference. We encourage you to review the Terms of Use from time to time to ensure that you understand the terms and conditions that apply when you access or use the Services.

3. PRIVACY

3.1. Your privacy is important to us. Please review our privacy policy. It describes how we collect, use, and share your information when you use the Services.

4. YOUR ACCOUNT

4.1. Creating an account. You need to create an account to use the Services. When you create an account, we will ask you for some information about yourself. We may require you, in our sole discretion, to provide additional information and documents. If you do not provide complete and accurate information and documents in response to such a request, we may refuse to provide you with the Services.

4.2. Your account is subject to the following conditions:

4.2.1. Account Access: you understand and agree that access to your account is limited

solely to you. You must not create more than 1 account or sell, rent, lease, or grant

access to your account to any person without our prior written permission;


4.2.2. Security: you understand and agree that you are solely responsible for maintaining

the security of your account and control over the username, or any other methods that

you use to access the Services (for example, via Google authorization). Any unauthorized access to your account by third parties could result in the loss or theft of

Releases, Access and/or Merchandise. You understand and agree that you will not

hold us responsible for managing and maintaining the security of your account. You

further understand and agree that we are not responsible (and you will not hold us

responsible) for any unauthorized access to or use of your account. You are

responsible for monitoring your account. If you notice any unauthorized or suspicious

activity in your account, please notify us immediately; and


4.2.3. Communication: you agree and understand that we will communicate with you via

electronic means. To ensure that you receive all of our communications, you agree to

keep your email address on record current and notify us of any changes. You agree

that any notices, agreements, disclosures, or other communications delivered to your

email address on record will be valid.

4.3. Account suspension. EVEN may immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that:

4.3.1. your account is being used for money laundering or any illegal activity;

4.3.2. you have concealed or provided false identification information or other details;

4.3.3. you have engaged in fraudulent activity; or

4.3.4. you failed to comply with these Terms of Use including any User Requirement (as

defined below).

4.4. Account closure. You may close your account by written request to info@even.biz. If you are a Licensor, you must comply with the requirements at section 24.7 of the Additional Licensor Terms Appendix before your account may be closed.

5. FEES

5.1. By buying a Release, you agree to pay all applicable fees set out in the breakdown of fees displayed before you make a purchase. You will always be provided with a breakdown of fees and any applicable sales tax prior to your purchase of a Release. All transactions and fees are non-returnable. EVEN reserves the right to change the fees on thirty (30) days’ notice to you (including by posting such changes on our Site).

6. PROFILE INFORMATION AND USER CONTENT

6.1. The Site allows you to:

6.1.1. create a profile where you can post certain information about yourself, link to other

websites, purchase Releases, and display Releases that you have purchased

(collectively, “Profile Information”); and

6.1.2. upload, store, transmit, submit, exchange or make available audio, text, images, and other content, data or information (collectively and together with the Profile

Information, the “User Content”) to or via the Site.

6.2. Any User Content you post to the Site will be considered non-confidential and non-proprietary.

6.3. You are responsible for your content. You understand and agree that you are responsible

for any User Content you submit or contribute to the Site, including its legality, reliability,accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user.

6.4. Content removal. We reserve the right, in our sole discretion, to prohibit you from uploading User Content. Although we are not required to monitor any User Content, in our sole discretion we may remove User Content that violates these Terms of Use without notice and monitor User Content to detect and prevent fraudulent activity or violation of these Terms of Use.

7. RIGHTS YOU GRANT TO US

7.1. You hereby grant to EVEN, its subsidiaries, affiliates, successors, and assigns, and each of their respective employees, agents, directors, officers, shareholders, subcontractors, licensees, and assigns (collectively, the “Affiliated Parties”) the irrevocable, worldwide, royalty-free, fully paid up, right and license (inclusive of the ability to sublicense on the terms provided herein) to:

7.1.1. use, reproduce, modify, perform, display, distribute, transmit, publish, broadcast, and otherwise exploit your User Content to provide the Services; and

7.1.2. use your name and profile picture you provide to identify you as the author of your

User Content.

7.2. The rights you grant under this section are, collectively, the “Grant of Rights”.

8. RIGHTS WE GRANT TO YOU

8.1. We hereby grant to you a limited, personal, non-commercial, non-exclusive, non-transferable, revocable license (“User License”) to do the following:

8.1.1. access and use the Site and EVEN Content (as defined below) in order to receive the Services;

8.1.2. view Releases on the Site and listen to short previews of the Licensor Content

associated with such Releases via the Site Player;

8.1.3. if you are a Holder of a Release, purchase and display Releases and any associated Access and/or Merchandise via the Site; and

8.1.4. if you are a Holder of a Release, access and listen to Licensor Content associated with such Release using the functionality offered via the Site only (which may include live streaming, on-demand streaming, and download for offline listening, depending on the whether such functionality has been enabled by the Licensor in respect of the relevant Release) for the duration of the Release Period.

8.2. Nothing in these Terms of Use shall operate to grant any rights to you in the Services or EVEN Content, or Intellectual Property Rights (as defined below) therein other than the User License. The Site and any other software made available to you via the Services is licensed (not sold) to you, meaning that EVEN or its licensors continue to own all copies of the Site and related software when it is running or installed on your device.

8.3. Subject to section 20.8 of these Terms of Use, we reserve the right, without notice and in our sole discretion, to terminate your User License at any time and for any reason, including, without limitation, if we believe you have breached any provisions of these Terms of Use, if we stop providing the Site, Services or any material component thereof, or as we believe necessary to comply with applicable law. You understand and agree that we shall have no liability or obligation to you in such an event and we will not refund any amounts or fees that you have already paid.

9. YOUR USE OF THE SERVICES

9.1. You must comply with the following conditions (“User Requirements”):


9.1.1. Unlawful Activity: you must not to engage, or assist, in any activity that: (1) violates

any law, statute, ordinance, regulation, or sanctions program, including the U.S.

Department of Treasury’s Office of Foreign Assets Control, or that involves proceeds of

any unlawful activity; (2) is fraudulent or involves the provision of any false, inaccurate,

or misleading information.


9.1.2. Abusive Activity: you must not: (1) engage in any activity that poses a threat to the

Services, for example, by introducing a virus, adware, spyware, or other harmful code

or software which may otherwise compromise EVEN’s properties or assets, or through

unauthorized access to the Site or other users’ accounts; (2) reverse compile,

disassemble, reverse engineer all or any part of the Services or EVEN Content; (3) use

the Services or EVEN Content in any way that does not comply with EVEN’s applicable

policies or reasonable instructions; (4) interfere with other user’s access to or use of

the Services.


9.1.3. Communication: you must not communicate with other users (whether via or outside

the Site) for purposes of: (1) sending unsolicited advertising or promotions, requests

for donations, or spam; (2) harassing or abusing other users; or (3) interfering with

transactions of other users.


9.1.4. Publicity: you must not: (1) criticise, denigrate, or otherwise speak adversely against

EVEN or the Services, whether in writing or in speech; or (2) engage in any action that

implies an untrue endorsement or affiliation with EVEN.


9.1.5. Use of Licensor Content: you must only use Licensor Content as expressly permitted

by and in accordance with the functionality of the Site and these Terms of Use.


9.1.6. Intellectual Property: you must not: (1) engage in transactions involving items that

infringe or violate any Intellectual Property Right, right of publicity or privacy or any

other proprietary right under applicable law; (2) use, copy, duplicate, modify, create

derivative works from or distribute all or any portion of the Services or EVEN Content

(including copying, ripping, or capturing any Release or EVEN Content by means other

than those offered via the Services) without express written consent from EVEN (via

these Terms of Use or otherwise); (3) remove or alter any copyright, trademark or

other proprietary notice contained in the Site or in any Release; (4) use any data

mining, scraping tools, spiders, bots, or similar data gathering or extraction methods on

the Site or EVEN Content; or (5) download any portion of the Site or EVEN Content,

other than for purposes of page caching, except as expressly permitted by us.


9.1.7. Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable,

revocable license to create a text hyperlink to the Site for non-commercial purposes,

provided that such link does not portray EVEN, the Affiliated Parties, or the Services in

a false, misleading, derogatory, or otherwise defamatory manner, and provided further

that the linking site does not contain any adult or illegal materials, or other materials

that are offensive, harassing, or otherwise objectionable.


9.1.8. Account: you must: (1) access the Site using your personal account only; (2) take all necessary steps to ensure that your username and password are kept confidential and secure, used properly and are not disclosed to unauthorised people; and (3)

immediately inform EVEN if there is any reason to believe that your username or

password has or is likely to become known to someone not authorised to use it or is

being or is likely to be used in an unauthorised way.

9.2. You acknowledge and agree that EVEN may, in its sole discretion, suspend your access to the Services or take such other action as EVEN sees fit if you violate any of the above User Requirements or any other section of these Terms of Use.

9.3. You acknowledge and agree that EVEN may, in its sole discretion, modify part or all of the Services without notice.

10. REPRESENTATIONS AND WARRANTIES

10.1. You hereby represent and warrant to EVEN that:

10.1.1. you comply and will continue to comply with all User Requirements;

10.1.2. you own or control all rights in and to your User Content, and you have obtained all rights, licenses, consents, waivers, and permissions necessary in order to use, and (if

and where relevant) to authorize EVEN to use such User Content in connection with

the provision of the Services;

10.1.3. your User Content and the availability thereof on the Site complies with these Terms of Use and does not and will not infringe or violate the rights of any third party,

including any Intellectual Property Rights, performers’ rights, rights of privacy or

publicity, or rights in confidential information;

10.1.4. you have obtained any and all necessary consents, permissions, releases and

waivers from any and all contributors and other persons appearing in your User

Content in order to include their name, image, voice, performance, likeness, and/or

biographical material in such User Content and to publish and otherwise exploit such

User Content on the Site;

10.1.5. EVEN shall not be required to make any payments relating to, arising out of, or in

connection with the exploitation of your User Content in accordance with these Terms

of Use and you shall be responsible for paying all royalties, commissions, fees or

other monies due to any appropriate third parties in connection with the publication,

reproduction, public performance, communication to the public and all other uses of

such content (including as incorporated into or integrated with Releases);

10.1.6. your User Content, including any comments that you may post on the Site, is not and will not be unlawful, abusive, libelous, defamatory, pornographic, or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual

orientation;

10.1.7. your User Content does not and will not create any liability on the part of EVEN or the Affiliated Parties;

10.1.8. you shall not screen-record or otherwise record, broadcast, replicate or distribute any logos, images, audio, audio-visuals or other content on the Site at any time in any

manner or by any means other than for your own personal, non-commercial (i.e., non-

revenue generating) use;

10.1.9. you shall not use, access or otherwise exploit the Licensor Content in a manner that

goes beyond the licenses and authorizations expressly granted to you under these

Terms of Use; and

10.1.10. the performance of your obligations under these Terms of Use will not conflict with your obligations under any other agreement to which you are a party.

10.2. EVEN reserves the right to remove your User Content (and if you are a Licensor, your Licensor Content), suspend or terminate your access to the Site and/or pursue all legal remedies if we believe that any of such content breaches any of the foregoing representations or warranties, or otherwise infringes or violates another person’s rights or violates any law, rule or regulation.

11. INTELLECTUAL PROPERTY

11.1. Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, our logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “EVEN Content”) are the property of EVEN, the Affiliated Parties, our licensors, or users, as applicable. Our logo and any product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of EVEN or the Affiliated Parties, and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

11.2. You may not use any EVEN Content or link to the Site or EVEN Content without our express written permission. You may not use framing techniques to enclose any EVEN Content without our express written consent. In addition, the look and feel of the Site and EVEN Content, including all page headers, custom graphics, button icons, and scripts, constitute the service mark, trademark, and trade dress of the Site and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

11.3. Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of EVEN.

11.4. EVEN responds to notices of alleged copyright infringement. EVEN’s takedown program works to ensure that items and content uploaded to the Site do not infringe upon the Intellectual Property Rights of third parties. If you believe that your Intellectual Property Rights have been infringed, please see our copyright guidance page for more information on copyright and instructions on content takedown.

12. OUR RESPONSIBILITIES

12.1. EVEN will provide the Services

12.1.1. in accordance with applicable laws;

12.1.2. in a timely and professional manner; and

12.1.3. using the reasonable skill and care of a competent service provider.

12.2. EVEN may occasionally:

12.2.1. change the technical specification of the Site, provided that any such changes do not materially affect the performance of the Site;

12.2.2. suspend the Site for operational reasons such as repair, maintenance or improvement of the Site or because of an emergency. EVEN will restore the Site as soon as it reasonably can after suspension; or

12.2.3. transfer User Content, Licensor Content, data and information in unencrypted format, over various networks, or in modified or changed form to comply with technical

requirements of the recipient network(s) or device(s).

13. THIRD PARTIES

13.1. You understand and agree that EVEN may utilize Affiliated Parties as well as any designated subcontractor, vendor, or third party, which may change from time to time without notice, including Stripe, Inc. d/b/a Stripe as a checkout service that allows users to purchase Releases, Stripe, Inc. for payment processing, Non-Fungible Labs, Inc. d/b/a Thirdweb to set up and execute the respective Smart Contracts, Magic Labs, Inc. as a crypto wallet, and Polygon as the blockchain ecosystem the Site operates on (each and collectively, a “Subcontractor”) to render services and carry out its obligations hereunder.

13.2. These Terms of Use hereby incorporate each Subcontractor’s respective terms of service, privacy policies, and community guidelines (collectively, the “Subcontractor Terms”, which may change from time to time without notice). Your use of the Services is at all times subject to the Subcontractor Terms as well as EVEN’s privacy policy, copyright guidance and any community guidelines (collectively, the “EVEN Additional Terms”). If there is any conflict between these Terms of Use, the Subcontractor Terms, and the EVEN Additional Terms, the order of precedence shall be: first the terms of these Terms of Use, then the terms of the EVEN Additional Terms, and then the Subcontractor Terms.

14. RISKS

14.1. Please note the following risks in accessing or using EVEN: (1) the price and liquidity of blockchain assets, including Releases, are extremely volatile and may be subject to large fluctuations; (2) fluctuations in the price of other digital assets could materially and adversely affect Releases, which may also be subject to significant price volatility; (3) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Releases; (4) Releases are not legal tender and are not backed by any government; (5) transactions in Releases may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; (6) some transactions in Releases shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; (7) the value of Releases may be derived from the continued willingness of market participants to exchange digital assets for Releases, which may result in the potential for permanent and total loss of value of a particular Release should the market for that Release disappear; (8) the nature of a Release may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by the platform storing the Release may prevent the access to or use of your digital assets; and (9) changes to third party sites may create a risk that your access to and use of the Site will suffer.

14.2. You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that EVEN does not give advice or recommendations regarding Releases, including the suitability and appropriateness of, and investment strategies for, Releases. You agree and understand that you access and use the Site at your own risk; however, this brief statement does not disclose all of the risks associated with Releases and other digital assets. You agree and understand that EVEN will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Releases, however caused.

15. DISCLAIMERS

15.1. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY EVEN, THE

SITE, EVEN CONTENT, AND RELEASES LISTED THEREIN ARE PROVIDED ON AN “AS

IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY

KIND, EITHER EXPRESS OR IMPLIED. EVEN (AND ITS SUPPLIERS) MAKE NO

WARRANTY THAT THE SITE WILL: (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE

ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE

ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

15.2. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SITE. EVEN DOES

NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE,

COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

15.3. WHILE EVEN ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND

EVEN CONTENT SAFE, EVEN CANNOT AND DOES NOT REPRESENT OR WARRANT

THAT THE SITE, EVEN CONTENT, ANY RELEASE LISTED ON OUR SITE OR OUR

SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT

GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU

ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

15.4. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF

RELEASES, INCLUDING ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER

ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES;

(2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4)

UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY

ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING,

BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR RELEASES;

OR (6) ANY INFRINGING LICENSOR CONTENT INCLUDED IN RELEASES.


15.5. RELEASES ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE POLYGON NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE

DECENTRALIZED LEDGER WITHIN THE POLYGON PLATFORM. WE DO NOT

GUARANTEE THAT EVEN OR ANY AFFILIATED PARTY CAN EFFECT THE TRANSFER OF

TITLE OR RIGHT IN ANY RELEASES.


15.6. EVEN is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, Smart Contract), blockchains, or any other features of Releases. EVEN is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting Releases including forks, technical node issues or any other issues having fund losses as a result.


15.7. Nothing in these Terms of Use shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited

or excluded under applicable law.

15.8. TO THE FULLEST EXTENT PROVIDED BY LAW, EVEN HEREBY DISCLAIMS ALL

WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR

OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND

CONTENT CONTAINED THEREIN.

15.9. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE

EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. LIMITATION OF LIABILITY

16.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVEN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OF USE, THE SITE, THE SERVICES, LICENSORS’ CONTENT, ACCESS, MERCHANDISE, OR PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF EVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

16.2. If you have a dispute with one or more other users, you release EVEN and the Affiliated Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. To the fullest extent permitted by applicable law, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.


16.3. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

17. INDEMNIFICATION

17.1. To the fullest extent permitted by applicable law, you agree to indemnify EVEN and the Affiliated Parties, and to hold them harmless from and against any claim, liability, loss, damage, suit, judgment, including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your use of and access to the Site (including any Release page), violation of these Terms of Use, your violation of applicable laws, rules or regulations, and/or your violation of any third party right. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless EVEN or any Affiliated Party from or against any liability, losses, damages or expenses incurred to the extent that such liability, losses, damages or expenses arise as a direct result of any action or inaction of EVEN or an applicable Affiliated Party.

18. COMPLAINTS AND DISPUTES

18.1. You understand and agree that Licensors are responsible for the description, sale, provision, and delivery of their Releases and any associated Access and Merchandise. Any complaints, claims and disputes arising from failure by a Licensor to accurately describe, provide, or deliver Releases or associated Access or Merchandise must be directed to the relevant Licensor.

19. GOVERNING LAW; ARBITRATION

19.1.These Terms of Use shall be interpreted in accordance with and governed by the laws of the State of New York, without regard to the State of New York’s choice or conflicts of law principles.

19.2 This section 19.2 is referred to as the “Arbitration Provision”.

19.2.1. Any dispute or claim, except those that are resolved informally or brought in a small claims court, arising out of or relating in any way to one or more of the following: (1) these Terms of Use; (2) the Site, the EVEN Content or Licensor Content; (3) your User License; or (4) any products or services sold or distributed by EVEN or through EVEN, including, Releases and any associated Access or Merchandise (collectively, “Claims”), will be resolved by binding arbitration, rather than in court. You and EVEN also agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights unrelated to your use of the Site or these Terms of Use.

19.2.2. This Arbitration Provision is intended to be given the broadest possible meaning under the law and shall be governed by the Federal Arbitration Act and applicable U.S.

federal arbitration law. Any arbitration of any Claim hereunder shall apply the law of

the State of New York and/or applicable federal law.

19.2.3. General. You and EVEN agree that any and all Disputes (as defined below), except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE TERMS OF USE WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER

ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST EVEN. If any provision of this Arbitration Provision is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). For the purposes of these Terms of Use, “Disputes” are defined as any claim, controversy, or dispute between you and EVEN, whether arising before or during the effective period of these Terms of Use, and including any claim, controversy, or dispute based on any conduct of you or EVEN that occurred before the effective date of these Terms of Use, including any claims relating in any way to these Terms of Use or the Services, or any other aspect of our relationship.

19.2.4. Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is

commenced, you or EVEN agree to attempt to avoid the costs of formal dispute

resolution by giving each other a full and fair opportunity to address and resolve a

dispute informally. Both parties recognize that this is an important requirement, and

that breach of this requirement would be a material breach of these Terms of Use. To

provide this opportunity, before commencing any arbitration or suit, each party agrees

to send to the other party a written Notice (“Notice”). Any Notice to EVEN should be

sent by mail to info@even.biz. Any Notice sent to you will be sent to the address on

file for your account. The Notice must: (1) include your name; (2) provide detailed

information sufficient to evaluate the merits of the claiming party’s individualized claim

and for the other party to determine if an amicable resolution is possible; and (3) set

forth the specific relief sought, including whatever amount of money is demanded and

the means by which the demanding party calculated the claimed damages. Both

parties agree that they will attempt to resolve a dispute through an informal

negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60)

day period and not before, either party may commence arbitration. Each party agrees

that federal or state courts located in New York County, State of New York may enter

injunctive relief to enforce the pre-filing requirements of this section, including an

injunction to stay an arbitration that has been commenced in violation of this section.

19.2.5. Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) (“AAA”) according to this section and the applicable commercial arbitration rules and mediation procedures for that forum, except you will have the right to file early or summary dispositive motions and to request that the AAA’s expedited procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Use (or any aspect thereof) are enforceable, unconscionable or illusory and any defence to arbitration, including waiver, delay, laches, or estoppel.

19.2.6. Small Claims Court. Subject to applicable jurisdictional requirements, either party

may elect to pursue a dispute in a local small-claims court rather than through

arbitration so long as the matter remains in small claims court and proceeds only on

an individual basis. If a party has already submitted an arbitration demand to the AAA,

the other party may, in its sole discretion, inform the AAA that it chooses to have the

Dispute heard in small claims court. At that time, the AAA will close the arbitration and

the Dispute will be heard in the appropriate small claims court, with no fees due from

the arbitration respondent.

19.2.7. Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its

procedural provisions, fully applies. Any arbitration hearing will occur in New York,

New York, at another mutually agreeable location, or, if both parties agree, by

telephone or videoconference. The Arbitrator’s award will be binding on the parties

and may be entered as a judgment in any court of competent jurisdiction. EVEN

values your privacy, particularly with respect to your financial transactions and data.

Each of the parties shall maintain the confidential nature of the arbitration and shall

not (without the prior written consent of the other party) disclose to any third party the

fact, existence, content, award, or other result of the arbitration, except as may be

necessary to enforce, enter, or challenge such award in a court of competent

jurisdiction or as otherwise required by applicable law. While an arbitrator may award

declaratory or injunctive relief, the Arbitrator may do so only with respect to the

individual party seeking relief and only to the extent necessary to provide relief

warranted by the individual party’s claim. The Arbitrator’s decision and judgment

thereon will not have a precedential or collateral estoppel effect.

19.2.8. Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration

(either you or us) is responsible for paying the applicable filing fee. For purposes of

this arbitration provision, references to you also include respective subsidiaries,

affiliates, agents, employees, predecessors, successors and assigns as well as

authorized users or beneficiaries of the Services. If for any reason Claims proceed in

court rather than in arbitration, you and EVEN waive any right to a jury trial. In that

instance, you expressly agree to submit to the exclusive personal jurisdiction of the

state and federal courts sitting in the State of New York, New York County.

19.2.9. Right to Opt Out. You may reject this Arbitration Provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create an EVEN account or after you are otherwise first subject to these Terms of Use. The Opt Out must be mailed to info@even.biz and such Opt Out must be personally signed by you and clearly indicate your intention to opt out of this Arbitration Provision. This is the only way of opting out of this Arbitration Provision. Opting out will not affect any other aspect of these Terms of Use, or the Site, and will have no effect on any other or future agreements you may reach to arbitrate with us.

19.2.10. Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the state courts in the State of New York, New York County, without regard to the State of New York’s choice or conflicts of law principles. Accordingly, and without limiting the foregoing, if in the process of arbitrating or litigating a Dispute the arbitration provisions above are invalidated or otherwise deemed unenforceable, you agree that any judicial proceedings will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the state courts in the State of New York, New York County, without regard to the State of New York’s choice or conflicts of law principles.

20. GENERAL

20.1. Confidentiality. In these Terms of Use, “Confidential Information” means any and all information relating to the business affairs, developments, personnel, or suppliers of EVEN (or any Affiliated Parties), in whatever form, that: (i) is, by its nature, confidential; (ii) you know or ought to know is confidential; or (iii) is designated by EVEN as confidential. You must not disclose directly or indirectly any Confidential Information to third parties without the prior written consent of EVEN.

20.2. Assignment. You may not assign or transfer any of your rights or obligations under these Terms of Use without the prior written consent of EVEN. EVEN may, at its discretion, assign or transfer any of its rights or obligations under these Terms of Use to any company. EVEN may use Subcontractors to provide the Services or perform any of its obligations pursuant to these Terms of Use, provided that EVEN remains responsible for the acts, omissions and defaults of its Subcontractors.

20.3. Severability.If any term, clause, or provision of these Terms of Use is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms of Use and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms of Use.

20.4. Entire Agreement. These Terms of Use comprise the entire agreement between you and EVEN relating to your access to and use of the Site and EVEN Content, and supersede any and all prior discussions agreements, and understandings of any kind (including without limitation prior versions of this Terms of Use). Except as otherwise provided herein, these Terms of Use are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

20.5. No Partnership or Joint Venture. Notwithstanding anything to the contrary contained in these Terms of Use, the parties have entered into these Terms of Use as independent contractors only, and nothing herein shall operate so as to create a partnership, joint venture, contract of employment, or agency of any kind between the parties. Nothing contained in these Terms of Use shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments or agreements on the other party’s behalf.

20.6. Releases or Waivers. A party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in these Terms of Use by the other party without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed. No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms of Use or otherwise.

20.7. Third Parties. Except for the Affiliated Parties, no person that is not a party to these Terms of Use shall have the right to enforce any term of these Terms of Use which expressly or by implication confers a benefit on that person without EVEN’s prior written consent.

20.8. Survival. You agree and understand that all provisions of these Terms of Use which are intended by their nature (whether expressly or by implication) to survive termination of these Terms of Use, will survive termination of these Terms of Use, including, without limitation, those sections entitled RIGHTS YOU GRANT TO US, YOUR USE OF THE SERVICES, REPRESENTATIONS AND WARRANTIES, INTELLECTUAL PROPERTY, THIRD PARTIES, RISKS, DISCLAIMERS, LIMITATION OF LIABILITY, INDEMNIFICATION, COMPLAINTS AND DISPUTES, GOVERNING LAW; ARBITRATION, GENERAL, and, if applicable, those sections of the Additional Licensor Terms Appendix entitled LICENSOR OBLIGATIONS, LICENSOR GRANT OF RIGHTS, LICENSOR WARRANTIES, NO INJUNCTIONS, shall survive the termination of these Terms of Use.

20.9. Contact Information. If you have any questions, would like to provide feedback, or would like more information about the Services, please feel free to email us at info@even.biz.

20.10. Age. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will, unfortunately, have to close your account. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE (IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY), THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF ANYONE UNDER THE AGE OF 18, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT THEY MAY INCUR.

ADDITIONAL LICENSOR TERMS APPENDIX

If you are a Licensor, you agree to the terms set out in this Additional Licensor Terms Appendix (“Appendix”) in addition to the terms set out in the main body of these Terms of Use to which this Appendix is attached and incorporated.

21. LICENSOR ROLE

21.1. Licensor acknowledges and agrees that: (i) the sale of a Release is a contract between Licensor and another user of the Site; (ii) Licensor shall be the seller of record in respect of such Release; and (iii) Licensor shall be responsible for all aspects of the sale, provision and delivery of the Release and any associated Access and Merchandise in accordance with the provisions of these Terms of Use.

22. CONTENT

22.1. You shall upload to the Site using the tools we make available the Licensor Content

associated with Releases that you wish to sell via the Site from time to time.

22.2. You understand and agree that you are responsible for any Licensor Content you submit or contribute to the Site, including its legality, reliability, accuracy, and appropriateness.

22.3. We reserve the right, in our sole discretion, to prohibit you from uploading Licensor Content or to remove or disable Licensor Content from the Site in our sole discretion without notice.

23. REVENUE SHARE

23.1. In consideration for EVEN’s obligations and provision of the Site, EVEN shall be entitled to retain Twenty Percent (20%) of Gross Revenue (as defined below) (the “EVEN Revenue Share”).

23.2. After deduction of the EVEN Revenue Share, EVEN shall pay Licensor an all-in music rights fee equal to Fifty Percent (50%) of Net Revenue (as defined below) (the “Music Rights Share”), and EVEN shall pay Artist (as defined below) an all-in artist-direct fee equal to Fifty Percent (50%) of Net Revenue (“Artist Share”). It is hereby agreed that it is EVEN’s policy that no less than Fifty Percent (50%) of Net Revenue be paid directly to the Artist and that, in the event Licensor is a distributor, record label or other licensor which is not the Artist, Licensor hereby represents and warrants that: (i) the Artist Share shall be retained solely by the Artist for their sole account notwithstanding any unrecouped position between Artist and Licensor; and (ii) Licensor agrees not to do or omit to do anything that would have the effect of reducing any monies payable to Artist or preventing Artist from receiving and retaining the Artist Share. “Artist” shall mean the recording artist, or group of recording artists, featured in the sound recording(s) associated with the Release; provided that, in the event Licensor is also the recording artist(s) featured in the sound recording(s) associated with the Release, then each reference in this section 23 to Artist shall be deemed to refer to Licensor.

23.3. “Gross Revenue” means all sums actually received by EVEN in respect of each sale of a Release that includes your Licensor Content. “Net Revenue” means Gross Revenue less: (a) the EVEN Revenue Share; (b) any taxes EVEN is legally required to collect, withhold or pay, including, without limitation, transaction taxes and other taxes applicable to the sale of Releases; (c) bona fide and properly authorized refunds to Holders; (d) any sales agent and any third party commissions and fees (including all platform and app store fees and commissions and fees); (e) any fees, royalties and/or other costs associated with or arising from acquiring licenses from applicable collective management organizations in respect of public performances of musical compositions occurring on the Site (it being agreed that EVEN shall treat Licensor in a non-discriminatory manner in connection with its calculation and deduction of such fees or costs as compared with similarly-situated licensors); and (f) any direct third party costs associated with the hosting, marketing and advertising of the Release(s) by EVEN. EVEN may deduct from the Music Rights Share any fees or royalties that EVEN pays to rights holders in connection with the Licensor Content. Notwithstanding the foregoing, in the event Licensor is party to a separate agreement with EVEN whereby a revenue share is payable in connection with a Release that includes your Licensor Content (a “Separate Agreement”), then Licensor acknowledges and agrees that the revenue share payable to Licensor and/or Artist under such Separate Agreement shall be paid to Licensor and/or Artist in lieu of the Music Rights Share and Artist Share set forth in these Terms of Use.

23.4. EVEN will pay the Music Rights Share to Licensor and the Artist Share to Artist in the Licensor’s and Artist’s native currency, daily, via Stripe. Licensor and Artist may view real-time reporting via their Licensor or Artist account, as applicable.


23.5. The fees payable under these Terms of Use shall comprise the full and total remuneration that shall be paid to Licensor and any other contributor(s), distributors, record labels, music publishers or any other third parties in respect of such Releases (including Artist) and that such fees constitute full, fair, appropriate, proportionate and equitable compensation for: (i) the performance by Licensor of their obligations under these Terms of Use; and (ii) the Grant of Rights below. Neither Licensor nor any other contributor(s) shall receive remuneration for any plays, streams or other use of Releases that takes place after the initial sale of the relevant Release.


23.6. Notwithstanding that it is Licensor’s sole responsibility to obtain and pay for any and all third party rights, permissions, licenses and authorizations in respect of Releases containing Licensor Content (including, without limitation, from any rightsholders controlling rights to musical compositions and/or sound recordings embodied in Licensor Content), without limiting our rights and remedies, we shall be entitled to (but not obliged) to obtain any such permissions, licenses and/or authorizations directly from such rightsholders and to deduct from the Music Rights Share any and all costs, fees, royalties and expenses arising therefrom. EVEN shall treat Licensor in a non-discriminatory manner as compared with similarly-situated licensors in connection with the calculation and deduction of costs associated with direct permissions, licenses and/or authorizations acquired by EVEN (if any).


23.7. Licensor is solely responsible for determining what, if any, taxes apply to your sale of Releases. Neither EVEN nor any Affiliated Party is responsible for determining the taxes that apply to your sale of Releases.

24. LICENSOR OBLIGATIONS

24.1. Licensor shall prepare and submit to EVEN for inclusion on the Site a full written description (“Description”) of any Access and Merchandise that the Licensor wishes to offer in connection with Releases, including any applicable artwork or other Licensor Content, all relevant dates and timelines, and the terms on which Access and Merchandise of limited availability is allocated among Holders of the relevant Release (“Licensor Access and Merchandise Terms”).

24.2. Licensor must:

24.2.1. prepare and upload the Licensor Access and Merchandise Terms to the Site using the tools we make available; and

24.2.2. manage the apportioning, performance and delivery of Access and Merchandise between Holders, unless EVEN and Licensor have agreed in writing in advance that EVEN shall be responsible for fulfilment and production of the relevant Access or Merchandise, in a way that does not put EVEN in breach of any applicable law or regulation (including any applicable consumer, gambling or lottery laws) when such Licensor Access and Merchandise Terms are made available on the Site by EVEN and the Access and Merchandise are apportioned, performed and delivered to Holders by Licensor.

24.3. Licensor shall be fully and solely responsible for fulfilling all aspects of any and all Access and Merchandise associated with a Release, including any experiences such as meet-and-greets, Q&A sessions and listening parties (“Experiential Components”) in strict accordance with the Descriptions (including the commissioning, manufacture, quality control, regulatory compliance, and distribution of any Merchandise and the procurement, performance and delivery of any and all concert tickets, VIP experiences, meet and greets, and all related and necessary cooperation and communication with venues, agents, ticketing companies, providers of any travel or lodging products or services, providers of any food service or catering products or services, payments or contributions to unions, guilds, and any and all other costs and expenses incurred or expended in connection with Licensor’s obligation to provide each Experiential Component, it being acknowledged that each Release containing an Experiential Component will be capable of, subject to the terms and conditions of such Release and the nature of such Experiential Component(s), transfer by each subsequent Holder of each such Release, such that a different holder of an Release may exist with respect to one or more Experiential Components of such Release).

24.4. Licensor is responsible for any prize promotions that Licensor operates or provides via the Services. Prize promotions must comply with, must not put EVEN in breach of, and must not risk putting EVEN in breach of, applicable law (including all applicable gambling laws). Licensors must draft and provide to EVEN appropriate and legally compliant terms in respect of any prize promotion they operate or provide via the Services, which must include a provision that releases EVEN from any liability in respect of such prize promotion.

24.5. Licensor shall:

24.5.1. be responsible for the accuracy and content of the Licensor Content and Descriptions;

24.5.2. not breach or circumvent any laws, regulations, third-party rights or EVEN’s systems,

services, policies, or determinations of your account status;

24.5.3. not upload, share or post false, inaccurate, misleading, deceptive, defamatory, or

libelous Licensor Content or Descriptions to the Site;

24.5.4. not infringe the copyright, trademark, patent, publicity, moral, database, or other

intellectual property rights (collectively, “Intellectual Property Rights”) of EVEN or any

other person;

25.5.5. not upload, store, distribute, send, transmit, display, perform, make available, or

otherwise communicate to the public anything to which Licensor does not hold the

necessary rights;

25.5.6 ensure that the Release Period is not less than 30 days and is clearly communicated

to all users; and

25.5.7 refund the purchase price of a Release to applicable Holders of such Release if: (i) such Release infringes the rights (including Intellectual Property Rights) of any third party; (ii) Licensor fails to perform any of its obligations in respect of such Release, including Licensor’s obligation to fulfil any Access associated with such Release; or (iii) EVEN requests that you do so for customer relations purposes in response to a complaint. Notwithstanding the foregoing and without limiting EVEN’s rights and remedies, EVEN shall have the right (but not the obligation) to make any such refund(s) on your behalf (and you hereby authorize us to do so) and deduct any such amounts from any fees or monies that we may from time to time owe to you and/or require you to pay such amounts on demand.

24.6. We reserve the right, in our sole discretion, to prohibit you from uploading Licensor Content. Although we are not required to monitor any Licensor Content, in our sole discretion we may remove Licensor Content that violates these Terms of Use without notice. EVEN may, in its sole discretion, monitor Licensor Content to detect and prevent fraudulent activity or violation of these Terms of Use.

24.7. If you wish to close your Licensor account or terminate this Agreement, you must send a written request with not less than 30 days’ notice to info@even.biz. We will implement such request, provided that you have: (i) fulfilled all Access and other obligations associated with your Releases; or (ii) refunded the purchase price of all Releases in respect of which you have not yet provided the relevant Access.

24.8. The obligations above are the “Licensor Obligations”.

25. LICENSOR GRANT OF RIGHTS

25.1. In addition to the Grant of Rights above, You grant to EVEN and the Affiliated Parties the irrevocable, worldwide, royalty-free, fully paid up right and license (inclusive of the ability to sublicense on the terms provided herein) to do the following, as well as all ancillary and related services thereto:

25.1.1. use, reproduce, adapt, modify, create derivative works from, and extract your Licensor Content to create, mint, and produce Releases and short preview versions of Releases for as long as you have an active Licensor account with EVEN (“Preview Content”);

25.1.2. use your name, image, voice, performance, likeness and/or biographical material for marketing or promotional purposes relating to the Site, including to promote (i) the Site; (ii) Releases, Access and Merchandise; and (iii) the subsequent sale or resale(s) of

Releases, Access and Merchandise;

25.1.3. use or modify images from your Licensor Content for marketing or promotional

purposes relating to the Site;

25.1.4. use your biography and other public information about you to promote the Releases created using your Licensor Content;

25.1.5. permit users to stream the Preview Content on-demand and on a gratis basis, solely for purposes of promoting the availability of the Releases, the Site and any available Access and Merchandise;

25.1.6. use, reproduce, modify, perform, display, sell, distribute, transmit, publish, broadcast, and otherwise use and exploit your Licensor Content as included in Releases via the Site for as long as you have an active Licensor account with EVEN, but no shorter than the applicable Release Period for each Release;

25.1.7. make, process, otherwise use and store on EVEN’s servers such copies of the

Licensor Content as are necessary to enable EVEN to exercise the rights granted

under these Terms of Use (including, without limitation, to enable the Site Player to

play on-demand streams of the Licensor Content); and

25.1.8. collect and use data relating to Licensor and Licensor’s use of the Site, in whole or in part, whether or not aggregated or anonymized, in connection with any and all lawful purposes, including promoting the Site, Releases, in any and all media now known or later developed, but at all times in accordance with EVEN’s privacy policy.

25.2. By delivering or uploading Licensor Content to EVEN or the Site, you also grant a worldwide, non-exclusive, personal, non-commercial, royalty-free, fully paid up, license:

25.2.1. to other users of the Site to use, copy, view, stream and listen to Preview Content

using the functionality offered via the Site from time to time, for as long as you have an

active Licensor account with EVEN;

25.2.2. to permit users to preview, buy and display Releases and any associated Access

and/or Merchandise; and

25.2.3.to each Holder to view, stream, permanently download, promote or otherwise use, copy, distribute, publicly display, publicly perform, adapt, prepare derivative works of, transmit, make available and otherwise communicate to the public (as applicable) your Licensor Content associated with the Release(s) that the Holder purchases or otherwise lawfully acquires, using the functionality offered via the Site and/or Site Player from time to time, but within the parameters set by you via the Site and only for as long as such Holder owns the relevant Release and/or the relevant Release Period (whichever is shorter).

26. LICENSOR WARRANTIES

26.1. You hereby represent and warrant to EVEN that:

26.1.1. you comply and will continue to comply with all Licensor Obligations;

26.1.2. you own or control all rights in and to your Licensor Content and you have obtained all rights, licenses, consents, waivers and permissions necessary, including, without limitation, from any performing rights organizations, record labels, music publishers, featured artists, songwriters, music producers, mixers, remixers, engineers or other creators, merchandising companies, and/or graphic artists, in order: (i) to use, and (if and where relevant) to authorize EVEN and Holders to use, such Licensor Content in connection with the Services, including as set out in the Grant of Rights; and (ii) to authorize EVEN and Holders to preview, buy, display, sell and/or transfer Releases and to offer any Access or Merchandise in connection with such Releases;

26.1.3. your Licensor Content and the availability thereof on the Site complies with these

Terms of Use and does not and will not infringe or violate the rights of any third party,

including any Intellectual Property Rights, performers’ rights, rights of privacy or

publicity, or rights in confidential information;

26.1.4. you have obtained any and all necessary consents, permissions, releases and waivers from any and all contributors and other persons appearing in your Licensor Content in order to include their name, image, voice, performance, likeness, and/or biographical material in such Licensor Content and to publish and otherwise exploit such Licensor Content on the Site;

26.1.5. EVEN shall not be required to make any payments relating to, arising out of, or in connection with the exploitation of your Licensor Content in accordance with these Terms of Use and you shall be responsible for paying all royalties, commissions, fees or other monies due to any appropriate third parties in connection with the publication, reproduction, public performance, communication to the public and all other uses of such Licensor Content (including as incorporated into or integrated with Releases);

26.1.6. your Licensor Content, including any comments that you may post on the Site, is not and will not be unlawful, abusive, libelous, defamatory, pornographic, or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation;

26.1.7. your Licensor Content does not and will not create any liability on the part of EVEN or the Affiliated Parties; and

26.1.8. the performance of your obligations under these Terms of Use will not conflict with your obligations under any other agreement to which you are a party.

26.2. EVEN reserves the right to remove your Licensor Content, suspend or terminate your access to the Site and pursue all legal remedies if we believe that any of such Licensor Content breaches any of the foregoing representations or warranties.

27. NO INJUNCTIONS

27.1. If EVEN is in breach of any provision of these Terms of Use, Licensor hereby: (1) agrees that its rights and remedies shall be limited to its right to recover damages at law; and (2) waives its right to enjoin the minting, selling, re-selling, exploitation or promotion of the Releases.

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