DISTRIBUTION TERMS

1. Eligibility.
   1. Legal Age/Minors. BY USING THE SERVICE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE (E.G., AT LEAST EIGHTEEN (18) YEARS OLD OR THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION, IF SUCH AGE OF LEGAL MAJORITY IS OLDER THAN EIGHTEEN (18)) TO ENTER INTO THIS AGREEMENT; OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR LEGAL GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT, AND THAT YOUR PARENT OR LEGAL GUARDIAN HAS VERIFIED SUCH CONSENT IN ACCORDANCE WITH OUR VERIFICATION PROCESS. NOTWITHSTANDING THE FOREGOING, MINORS UNDER THIRTEEN (13) YEARS OLD ARE NOT PERMITTED TO ACCESS OR USE THE SERVICE OR TO ENTER INTO THIS AGREEMENT, EVEN IF A PARENT OR LEGAL GUARDIAN WOULD BE WILLING TO PROVIDE CONSENT.
      
      

      Summary: In order to use Level, you must be of legal age in your jurisdiction (typically, but not always, 18 years old) or older; if you are not, you must obtain the consent from your parent or legal guardian through our consent verification process. If you are under 13 years of age, you can’t use Level, even if you have consent from your parent or legal guardian.

   2. Organizations. If you are an individual accessing or using the Service on behalf of, or for the benefit of, any company, label, or other organization with which you are associated (an (an "Organization"), then YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to "you" and "your" in this Agreement will refer to both the individual accessing or using the Service and to such Organization.
      
      

      Summary: If you are using Level on behalf of a company or other organization, you are agreeing to these terms on your behalf and on behalf of such organization.

   3. Groups. If you are an individual or organization accessing or using the Service not only on your own behalf or for your own benefit but also on behalf of, or for the benefit of, any other individual or a band or other group of individuals (a "Group"), then YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH GROUP (INCLUDING EACH MEMBER OF THE GROUP), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH GROUP (INCLUDING EACH MEMBER THEREOF) TO THIS AGREEMENT. References to "you" and "your" in this Agreement will refer to both the individual or organization accessing or using the Service and to such Group (including each member thereof). Upon our request at any time, you will provide us with written confirmation from each member of such Group that you have the legal authority to bind him or her to this Agreement, and that they are bound by this Agreement. IF ANY MEMBER OF SUCH GROUP IS NOT OF LEGAL AGE IN HIS OR HER APPLICABLE JURISDICTION TO ENTER INTO THIS AGREEMENT, AND YOU ARE NOT A PARENT OR GUARDIAN OF SUCH MEMBER, YOU REPRESENT AND WARRANT THAT SUCH MEMBER HAS OBTAINED PARENTAL OR LEGAL GUARDIAN CONSENT TO BE BOUND BY THIS AGREEMENT, AND THAT A PARENT OR LEGAL GUARDIAN OF SUCH MEMBER HAS VERIFIED SUCH CONSENT IN ACCORDANCE WITH OUR VERIFICATION PROCESS. NOTWITHSTANDING THE FOREGOING, AND AS NOTED ABOVE, MINORS UNDER THE AGE OF THIRTEEN (13) ARE NOT PERMITTED TO ACCESS OR USE THE SERVICE, AND CANNOT BE INCLUDED IN A GROUP; ACCORDINGLY, YOU MUST NOT ACCESS OR USE THE SERVICE ON BEHALF OF, OR FOR THE BENEFIT OF, A MINOR UNDER THE AGE OF THIRTEEN (13) OR ANY GROUP THAT INCLUDES ANY SUCH MINOR.
      
      

      Summary: If you are using Level on behalf of a band or group, you are agreeing to these terms on your behalf and on behalf of your band or group (including any members of your band or group). Each member of your band or group should also carefully review these terms so that he or she understands his or her obligations. If a member is not of legal age in his or her jurisdiction, he or she will need to get consent from his or her parent or legal guardian through our consent verification process. You can’t use Level if any of your band or group members is under 13 years of age.

2. Plans, Payments and Renewals.
   1. Annual Subscription. You can find a complete description of the functionality and features available to Level users under our annual subscription plan (the "Plan") on our website, which Plan is available for an upfront fee (a "Fee") assessed on an annual basis (subject to changes to this Agreement in accordance with Section 10). The Plan currently entitles Level users to, among other things, distribute up to two hundred (200) Recordings per recording artist for up to five (5) artists through major streaming services and social media platforms, together with access to release analytics, with the ability to provide production credits and to transfer catalogs while maintaining streaming counts utilizing existing ISRCs. When you initially purchase the Plan, you will have the option to automatically renew your annual subscription at the end of the applicable subscription period or not. If you elect to automatically renew your subscription when you initially purchase the Plan, you will also have the option to cancel the automatic renewal functionality at any time before the end of the then-current subscription period.
   2. Reservation of Rights. We may elect at any time, in our sole discretion and on a case-by-case basis, to change the amount of the Fee or to convert it to an upfront monthly payment (in lieu of on an annual basis) as determined by us and for any or all Level users (subject to changes to this Agreement in accordance with Section 10). The amount of the Fee may vary, inter alia, due to the type of Level user (e.g., first-time users or amateur musicians, or Level users who are affiliated with or subject to an exclusive relationship with a record label or any other music publishing company). We may also elect at any time, in our sole discretion and on a case-by-case basis, agree to waive or refund all or part of the Fee for some or all Level users. Such waiver, and any future waiver by us, is without prejudice to our right to reinstate a Fee for any or all Level users at any time and in our sole discretion (subject, in each case, to changes to this Agreement in accordance with Section 10). The scope of any such waiver shall be determined solely by us, and shall not constitute or be deemed to be a waiver of any other right hereunder or of any failure to perform or breach of this Agreement by you.

      Summary: You can find a description of our current subscription plan offering, which is available for an annual fee, on our website. If and when you initially pay for the service, you will have the option to cause your subscription to automatically renew at the end of the applicable period or not. If you elect to automatically renew your subscription at the time of your purchase, you will also have the option to cancel that automatic renewal at any time prior to the end of the then-current subscription period. While we may modify the type and amount of our available plans and the payment structure in the future, we’ll let you know before we do. Section 2 sets forth important plan-related information, including the level of functionality and features associated with the subscription plan and the fee for such plan. We have the right, at any time and on a case-by-case basis, to elect to charge a different fee to certain or all users (although we are also free to waive any fee for certain or all users at a later time) but we’ll let you know before we do.

3. Payments.

   You are entitled to One Hundred Percent (100%) of Net Receipts, subject to the following:

   1. 1. "Net Receipts" means monies actually received by us (e.g., less refunds, chargebacks and the like) from Music Platforms (as defined in Section 4(b) below) from the sales and exploitation of your Recordings on such platforms by the owners of such platforms, less any taxes, VAT, fees, or other charges related to such sales or exploitations, and otherwise subject to Section 3(c) below (and otherwise subject to changes to this Agreement in accordance with Section 10).
      2. "Level Wallet" means your account on the Level-branded portal (the “Portal”) through which you will access and withdraw your Net Receipts. Your Level Wallet account will use the same email address as used to set up your Level Plan.
   2. We will post the applicable Net Receipts to your Level account following our receipt of such Net Receipts from the applicable Music Platforms. All payments made by us (or through your Level Wallet account) shall be in United States Dollars.
   3. Through Level Wallet, you shall be entitled to withdraw Net Receipts posted to your account by such method(s) made available by us from time to time for doing so (e.g., such methods may include by withdrawal to a bank account or a Venmo or PayPal account or by wire transfer). You shall be solely responsible for any and all fees, bank charges or other expenses related to withdrawing or transferring such funds from Level Wallet, which amounts may be deducted directly from your available account balance. We reserve the right, on notice to you, to change the means by which you access your Net Receipts.
   4. You must object to any accounting statement or receipt of monthly Net Receipts issued to you within thirty (30) days after the date such statement or receipts are issued. Notwithstanding the foregoing, after thirty (30) days following the Final Payment Date (as defined below), you will no longer after the right to object to any statement or amount of Net Receipts payable to you. Each statement or amount of Net Receipts issued to you shall become conclusively binding on you at the end of such thirty (30)-day period.
   5. Your right to receive Net Receipts is subject to your full compliance with this Agreement (including the Terms of Use) and, for the avoidance of doubt, you acknowledge and agree that in the event you fail to fully comply with this Agreement (or the Terms of Use) we may withhold and/or retain any and all Net Receipts otherwise payable to you.
   6. We may deduct any overpayments from future Net Receipts, or, upon our request, you will promptly reimburse us for the amount of any such overpayments. Overpayments may include, for the avoidance of doubt, payments made to you that were associated with or related to conduct that violates this Agreement or the Terms of Use, including but not limited to artificially increasing or manipulating play counts.
   7. You acknowledge that monies (including Net Receipts) we receive from Music Platforms for all or any part of our user community may be aggregated into an interest-bearing account and you shall not be entitled to any portion of such interest; you further acknowledge that we and our designees shall be entitled to such interest.
   8. You hereby authorize us to offset against any Net Receipts that we may owe to you pursuant to this Agreement any amounts that you may owe to us (e.g., costs, expenses, indemnities, damages, or other deductions permitted under this Agreement).
   9. If you are a member of a Group, you acknowledge that it is the sole responsibility of you and the other members of such Group to arrange for Net Receipts to be shared between or among Group members in accordance with the arrangements made by the members of such Group; you agree that we have no responsibility regarding the allocation or distribution of Net Receipts between or among Group members.
   10. To the extent that withdrawals of Net Receipts from a Level Wallet account may be made by or distributed to a party other than the account holder, the account holder is solely responsible for ensuring appropriate arrangements and safeguards have been put in place with such party; you agree that we have no responsibility regarding Level Wallet account withdrawals or distributions of Net Receipts posted to a Level Wallet account, including, without limitation, any unauthorized withdrawals or distributions.
   11. Notwithstanding anything to the contrary contained in this Agreement, you acknowledge that, without any liability or recourse available to you, we may immediately suspend our obligations set forth in this section 3 if (i) making payment to you or your Level account would violate any applicable law and/or a policy of ours or any of our affiliates, divisions, subsidiaries, or partners (collectively, "Affiliates"); or (ii) a third-party entity and/or third-party application prevents us from making payment to you or your Level account. We will lift any such suspension promptly upon the cessation of the event triggering this section 3(k).
   12. Notwithstanding anything to the contrary contained in this Agreement, in the event we notify you that we will terminate this Agreement or discontinue all or part of the Service (including, without limitation, by email sent to any email address you have provided to us), we may also, upon such notice to you, set a final date by which we are obligated to collect and make Net Receipts available to you (“Final Payment Date”). You hereby agree that, after the Final Payment Date, we will no longer be obligated to collect or pay Net Receipts to you, and you will not have the right to bring any claim or seek recourse against us with respect to Net Receipts. In addition, your right to object with respect to Net Receipts under Section 3(d) will expire thirty (30) days after the Final Payment Date.
   Summary: Section 3 sets forth important payment-related information, including how and when we might make payments to you under these terms. Please note that we (whether directly or through a third party) have the right to deduct certain amounts – such as transaction fees and taxes – from any such payments as set forth above; however, we also have the right, at any time and on a case-by-case basis, to elect to make changes to our payment terms (but we’ll let you know before we do). Please also note that Level uses a third-party application to process payments. While Level will always work diligently to make payments in a timely fashion, third-party applications may prevent us from doing so from time to time.
4. The Service.
   1. Recordings and Related Materials. The Service may enable you, at your sole discretion, to make available to us certain Recordings and Related Materials. A "Recording" means any sound recording or audiovisual recording that you make available to us in connection with the Service. "Related Materials" means any metadata, album art, trademarks, logos, descriptions, biographical information and other materials, excluding Recordings, that you make available to us in connection with the Service. You must make all Recordings and Related Materials available to us in accordance with the formats and other requirements that we may specify from time to time. You have no obligation hereunder to make available Recordings and Related Materials to us; however, to the extent that you choose to do so, the terms of this Agreement shall govern any such Recording and Related Materials.
   2. Distribution. In connection with the Service, we may make Recordings and Related Materials available to one (1) or more Music Platforms that we determine from time to time. A "Music Platform" means any store, service or other platform that makes music available to consumers. We reserve the right to determine in our sole discretion which, if any, Recordings and Related Materials we will make available hereunder, and to which, if any Music Platforms, and to change such determinations at any time. YOU ACKNOWLEDGE THAT MUSIC PLATFORMS MAY BE OWNED OR OPERATED BY THIRD PARTIES, AND YOU AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY MUSIC PLATFORM OR ANY ACT OR OMISSION OF ANY MUSIC PLATFORM, INCLUDING WITH RESPECT TO RECORDINGS AND RELATED MATERIALS.
   Summary: Level allows you to provide us with music and other information and materials to make available on various music platforms – but, because Level is constantly evolving, we might work with different music platforms at different times. Furthermore, because the music platforms that we work with are third parties, we are not responsible for such music platforms, including what they do with your music and other information and materials.
5. License Grant.

   You hereby grant to us and our Affiliates the world-wide, non-exclusive, transferable, and fully sublicensable (through multiple tiers) right to: (i) reproduce, distribute, transmit, communicate to the public, perform and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use, analyze and exploit any Recordings and Related Materials, in any format or media now known or hereafter developed, in whole or in part (including as "clips"), for the purpose of making such Recordings and Related Materials available through any Music Platform (now or hereafter in existence); (ii) exercise all trademark, publicity and other proprietary rights (including all performers’ property rights that may exist in any jurisdiction, including, in respect of the UK, under Part II of the Copyright, Designs and Patents Act 1988) with regard to such Recordings and Related Materials; and (iii) use your name, photograph, portrait, picture, voice, likeness and biographical information for any promotional purposes in connection with such Recordings and Related Materials. You agree that you will not do anything that may impair or prevent us, or any person or entity authorized by us, from exploiting the rights granted to us under this Agreement, including by the exercise of any performers’ non-property rights (or so-called moral rights) that may exist in any jurisdiction, and you agree to waive all such rights that may exist.

   Summary: To make music that you submit available on music platforms through Level, you agree to give us rights to use your music and any accompanying info and materials (such as song or album names, your name and your likeness) on Level and through Level’s service (whether via a desktop, mobile or other application) or in the promotion of your music, Level or Level’s services). Please make sure you are comfortable with how we us your music and other info and materials before making submissions.
6. Usage Data.

   You acknowledge that we may use and disclose, and authorize the use and disclosure of, usage data relating to Recordings and Related Materials, including the availability and performance of such Recordings and Related Materials on Music Platforms, including for marketing or other business purposes.

   Summary: In order to help the Level platform evolve, we are always trying to better understand how artists use Level. As a result, we may use and allow others (such as our third-party service providers) to use data relating to how your music is being used, including, for example, how many times your songs have been played on a music platform.
7. User Rights and Obligations.
   1. Clearances and Third-Party Rights. Clearances and Third-Party Rights. You shall be solely responsible for obtaining and paying for any digital phonorecord delivery, mechanical, public performance and other licenses, rights, consents or permissions that may be required with respect to any Recording or Related Materials, including with respect to any musical composition(s) embodied therein, in connection with any exploitation of rights hereunder, as well as paying any royalties or other amounts due to artists, producers and other persons who performed or provided services or rights in connection with the making of the Recordings or Related Materials, and all payments that may be required under any collective bargaining agreement or pursuant to any statutory scheme. To the extent that we are required by law to pay, or in our discretion we elect to pay, any of the amounts described in this Section 7(a), such amounts will be deducted from any payments that we may otherwise be required to make to you hereunder.
      
      

      Summary: When you submit music and other materials to us, you have to make sure that no third parties (such as other artists or producers) have rights in such music or other materials. If we end up having to pay third parties because they have rights in your music or other materials, we will have to deduct such amounts from our payments to you.

   2. Compliance with Third-Party Terms. The availability of Recordings and Related Materials through Music Platforms is subject to the terms and conditions of the applicable Music Platform. Notwithstanding anything herein to the contrary, we will not be required hereunder to take any action (or make any omission) that would violate such terms and conditions. In addition, you agree to comply with any such terms and conditions that are applicable to you or to the Recordings or Related Materials.
      
      

      Summary: The various third-party music platforms that we work with will have their own terms and conditions that you’ll have to agree to and comply with if you want your music to be made available on their platforms.

   3. Takedowns; Territory or Music Platform Restrictions. You may notify us in writing (or through your Service account) that, with respect to the Recordings and Related Materials identified in such notice, you are requesting us to cease making such Recordings and Related Materials available under this Agreement. Upon receipt of such notice: (A) we will not make such Recordings and Related Materials available hereunder to any Music Platform to which we have not already made such Recordings and Related Materials available; and (B) for any Music Platforms to which we have already made such Recordings and Related Materials available, we will request that such Music Platforms comply with such restrictions(each request, a “Takedown Request”). WE ARE NOT RESPONSIBLE FOR THE INABILITY OR FAILURE OF ANY MUSIC PLATFORM TO COMPLY WITH ANY SUCH RESTRICTIONS. Additionally, we will promptly issue Takedown Requests as to any Recordings and Related Materials if we determine or suspect that you have engaged in fraud, illegal activity, or breached this Agreement or the Terms of Use. We may also issue Takedown Requests and cease making Recordings and Related Materials available under this Agreement upon a date we determine, in accordance with any written notice we may send to you (including, without limitation, by sending an email to any email address you have provided to us).
   4. Restrictions on Additional Distribution. You may not license or otherwise make available any Recordings to any Music Platform (whether directly or through a third party) other than under this Agreement, except with respect to countries for which you have notified us, pursuant to Section 7(c) above, to cease making such Recordings available hereunder.
      
      

      Summary: You can ask us to take down your music and other information or materials from various music platforms, and we’ll pass your request along to such platforms, but we’re not responsible if a music platform fails to honor your request. In addition, if you want to independently make your songs available on a music platform, you have to first take those songs down from Level.

8. Representations and Warranties.

   In addition to the representations and warranties set forth elsewhere in this Agreement (including the Terms of Use), you represent and warrant that:

   1. you are over the age of twelve (12), and you have the authority and legal capacity (e.g., you are at least eighteen (18) years of age or such other age of legal majority in your jurisdiction) to enter into this Agreement, or, if you are under the age of legal majority in your jurisdiction (but in no event younger than thirteen (13) years of age), you have obtained consent from your parent or legal guardian, and such parent or legal guardian has completed the consent verification process;
      
      

      Summary: In order to use Level, you must be of legal age in your jurisdiction (typically, but not always, 18 years old) or older; if you are not, you must obtain the consent of your parent or legal guardian through our consent verification process. If you are under 13 years of age, you can’t use Level, even if you have consent from your parent or legal guardian.

   2. to the extent you are entering into this Agreement on behalf of an artist, band or other Group or Organization, you have and will maintain all necessary authorizations (including from each applicable individual) required to grant the rights, licenses and permissions, and to assume the obligations, set forth herein, on behalf of such artist, band or other Group or Organization (including each member thereof);
      
      

      Summary: If you are entering into these terms on behalf of someone else (such as an artist or band), you need to make sure you have the right to do so, including the right to grant the licenses and to make the promises set forth in these terms on their behalf.

   3. you have and will maintain the full right and permission to exploit all of the rights in, to and under the Recordings and Related Materials, including any music, images, text, metadata or other materials embodied in the Recordings and Related Materials, and to grant the rights, licenses and permissions, and to assume the obligations, set forth herein, in all territories throughout the universe;
      
      

      Summary: You must be the owner of or have all rights needed to use the music and other information and materials that you provide to us.

   4. with respect to any third-party materials that appear in or are otherwise incorporated or embodied in the Recordings and Related Materials, including any musical compositions, you have obtained and will maintain express, written clearances from all owners of and rights holders in such third-party materials as necessary to grant the rights, licenses and permissions set forth herein (and you agree to provide us a copy of any such clearances upon our request);
      
      

      Summary: If the music or other info or materials that you provide to us contain third-party materials, you must have the right to use such third-party materials and to grant us rights to use such third-party materials as set forth in these terms. For example, if you are uploading a cover or remix, you need to obtain permission to do so from the rights holders of the song and/or recording.

   5. you have obtained and will maintain the written consent, release and/or permission of every identifiable individual who appears in (or performed in connection with) the Recordings and Related Materials, and such consent, release and/or permission extends to the exploitation of the Recordings and Related Materials in the manner contemplated by this Agreement, provided that, and without limitation of any other obligations, representations or warranties under this Agreement, if any such individual is under the age of eighteen (18) or is otherwise under the age of majority in his or her jurisdiction, you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide us a copy of any such consents, releases and/or permissions upon our request);
      
      

      Summary: If individuals appear in the music or other information or materials that you provide to us, you must obtain rights from such individuals allowing us to use such music or other information or materials in accordance with these terms.

   6. the use or exploitation of the Recordings and Related Materials in connection with this Agreement (including by us and by any Music Platform) will not infringe, misappropriate or otherwise violate any patent, copyright, trademark, right of publicity, privacy right or any other intellectual property, proprietary or contractual right of any third party;
      
      

      Summary: You promise that our use of your recordings and other info and materials through Level will not violate the rights of any others (including any privacy rights or intellectual property rights).

   7. in creating, preparing and providing the Recordings and Related Materials to us, you: (i) have complied and will comply in all respects with all applicable laws, rules and regulations; and (ii) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including any agreement with any third party);
      
      

      Summary: You promise that you have complied with applicable law in creating your music and providing us with your music and other info and materials, and that such creation and provision does not violate any agreements you have entered into with anyone else.

   8. neither the Recordings nor the Related Materials contain any virus, worm, spyware or other computer code, file or program that is harmful or may cause damage to any hardware, software or equipment; and
   9. neither the Recordings nor the Related Materials are defamatory or obscene, or intended to abuse, harass, stalk or otherwise violate the legal rights of others, including other’s rights of publicity or privacy rights.
      
      

      Summary: The recordings and other information and materials you provide to us must not contain any viruses or harmful code, and must not be defamatory or otherwise violate the rights of others (such as privacy rights).

9. Important Notice.

   As noted above, this Agreement incorporates by reference our Terms of Use; such Terms of Use set out other important terms of our relationship, including certain indemnification obligations imposed on you in connection with your use of the Service, as further set forth in Section 16 of the Terms of Use and our right to use Recordings and Related Materials for any promotional or other business purposes related to the Site and/or the Site-Related Services as further set forth in Section 6(b) of the Terms of Use. The Terms of Use also include, among other terms, disclaimers and limitations of liability made for the benefit of us, our Affiliates and our respective Representatives and Providers, and their respective successors and assigns, as further set forth in Section 15 of the Terms of Use.

   Summary: The Terms of Use also apply to this Agreement. You should carefully read the Terms of Use, including Section 16 (which deals with your indemnification obligations) and Section 15 (which limits our liability).

10. Changes to This Agreement.

    We may make changes to this Agreement from time to time; in addition to providing you with notice of such changes by posting the revised version of this Agreement on the Site, we will also notify you of the revised Agreement via e-mail to the e-mail address that we currently have on file for you or via a message posted to either your release dashboard (i.e., your account login landing page) or your account page. If you have entered into this Agreement on behalf of a Group, you agree to inform each member of such Group of any notice you receive regarding changes to this Agreement. You can determine when we last changed this Agreement by referring to the "LAST UPDATED" legend above. Your use of the Service following changes to this Agreement will constitute your acceptance of those changes; provided, however, any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the "LAST UPDATED" date applicable to that version of this Agreement in which we included such material change. IF WE MAKE ANY CHANGES TO THIS AGREEMENT THAT ARE UNACCEPTABLE TO YOU (INCLUDING, IF APPLICABLE, TO ANY MEMBER OF YOUR GROUP OR TO YOUR ORGANIZATION), UPON NOTICE OF SUCH CHANGES, YOU MUST IMMEDIATELY EXERCISE YOUR RIGHT TO TERMINATE THIS AGREEMENT FOR CONVENIENCE IN ACCORDANCE WITH SECTION 11(A) BELOW; OTHERWISE, SUCH CHANGES WILL BE BINDING ON YOU. We may, at any time, without liability, modify or discontinue all or part of the Service; charge, modify or waive fees required to use the Service; or offer opportunities to some or all Service users.

    Summary: We are constantly evolving, which is a key reason why we need the flexibility to modify these terms and our services from time to time as set out in Section 10 above. You should check the "Last Updated" legend at the top of these terms from time to time to determine if these terms have been modified since you last reviewed them; if they have been modified, you will want to take the time to review the modified terms.

11. Term; Termination and Suspension.
    1. Term and Termination. The term of this Agreement (the "Term") will continue until terminated as set forth in this Section 11. You may terminate this Agreement without cause upon notice to us. We may terminate this Agreement, in whole or in part, without cause, as of a date determined by us, upon notice to you (including, without limitation, by email sent to any email address you have provided to us, or by deleting your account via your profile page), including by notice that we are discontinuing all or part of the Service. In addition, we may immediately terminate this Agreement, or, without limiting our other rights, we may suspend or terminate our obligations, in whole or in part, under this Agreement (including our obligation to pay you Net Receipts) and/or our provision of any Recording or Related Materials to any Music Platform, with or without notice to you, in the event that: (i) you are in breach of or fail to comply with any term or condition of this Agreement (including the Terms of Use); or (ii) any Recording or Related Materials become the subject of an infringement claim or any other claim that is subject to indemnification under Section 16 of the Terms of Use; or (iii) we discontinue all or part of the Service.
       
       

       Summary: Section 11(a) above describes when you or we can terminate these terms.

    2. Effects of Termination. Upon termination of this Agreement: (i) you will immediately, or at such other time if so instructed by us, cease accessing and using the Service, and we may immediately deactivate or delete your Service account and all associated materials (including Recordings and Related Materials), without liability, and without any obligation to provide further access to the foregoing; and (ii) for any Music Platform to which we have made available any Recordings or Related Materials hereunder, we will request that such Music Platform cease exercising any rights granted hereunder with respect to such Recordings or Related Materials, including by ceasing to make such Recordings and Related Materials available to end users of such Music Platform, subject in each case to any applicable terms and conditions of such Music Platform; provided, however, that we are not responsible, and will not be liable, for any inability or failure of any Music Platform to comply with such request (whether due to such terms and conditions or otherwise). In the event that we terminate this Agreement in accordance with this Section 11 due to your breach hereunder (or of the Terms of Use), we shall, for the avoidance of doubt, also have the right to withhold, retain and/or confiscate any and all Net Receipts.
       
       

       Summary: Section 11(b) above describes the consequences of a termination of these terms.

    3. Survival. Sections 1, 2, 3(d)–(l), 6, 7, 8, 9, 10, 11(b) and 11(c), and the incorporation by reference in the opening paragraphs of this Agreement, shall survive termination of this Agreement. In addition, with respect to each Recording and Related Material, Section 5 will survive termination of this Agreement with respect to any Music Platform to which we have previously made such Recording or Related Material available during the Term, subject to our obligations under Section 11(b) above.
       
       

       Summary: Section 11(c) above describes the terms that survive the termination of this Agreement (including certain rights for us to use your usage data and for music platforms to continue using your songs).

12. Force Majeure.

    If, due to an act of God, public health crisis, epidemic, or pandemic (whether local, regional, national and/or global), inevitable accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of public enemy, enactment, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign), failure of technical facilities, failure or delay of transportation facilities, shortage of raw materials, or other cause of a similar or different nature not reasonably within our control, we are materially hampered in the performance of our obligations under this Agreement or our normal business operations are delayed or become impossible or commercially impracticable, then, without limiting our rights and without liability to you, we may, upon notice to you, suspend our obligations hereunder for the duration of any such contingency.

    Summary: Although rare, things may happen that are out of our control that prevent or limit our ability to comply with this Agreement. In the event something like that happens and we have to press pause, we will notify you.