BANDBOX TERMS OF USE

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RADIAGENT, LLC (DBA "BANDBOX") WHICH GOVERNS YOUR USE OF THE SERVICE (AS DEFINED BELOW). THIS AGREEMENT-TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF BANDBOX'S RULES AND POLICIESCOLLECTIVELY CONSTITUTE THE "AGREEMENT" OR "TERMS OF USE" BETWEEN YOU AND BANDBOX. BY USING THE BANDBOX SERVICE, YOU ARE NOT TRANSFERRING ANY OWNERSHIP OF YOUR MUSIC (EITHER SONGS OR RECORDINGS) TO BANDBOX.

General

The Bandbox music service is an on-line direct-to-consumer distribution platform which enables the exhibition, distribution and sale of Content (as defined below), and allows end users to view, preview and purchase such Content (the "Service"). This Agreement sets out the legally binding terms for your use of the Service. This Agreement includes the Bandbox policy for acceptable use of the Service, your rights, obligations and restrictions regarding your use of the Service and Bandbox's Privacy Policy. A copy of the current Terms of Use shall be available at all times on the Bandbox website located at www.bandbox.com.

Eligibility

By using the Service, you represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You further represent and warrant that you are thirteen (13) years of age or older and that your use of the Service shall not violate any applicable law or regulation. You shall not authorize others to use your account and you are solely responsible for all Content published or displayed through your account.

Term

This Agreement shall remain in full force and effect while you use the Service. You may terminate your account and remove your Content at any time, for any reason by emailing help@bandbox.com and requesting that your account be removed. Bandbox may terminate your account and access to the Service for any reason, effective upon sending notice to you at the email address you provide in your account application or such other email address as you may subsequently provide to Bandbox, unless such terminate is due to your violation of this Agreement, in which case, no email notice will be necessary.

Proprietary Rights in the Service

As between you and Bandbox, Bandbox owns and shall continue to own all proprietary rights in and to the Service. The Service contains copyrighted material, trademarks and other proprietary information owned by Bandbox and its affiliates. Except for that information for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

Content

As used herein, the term "Content" shall mean the digital files uploaded to the Service by you which embody a specific sound recording of a musical composition, together with the applicable artwork and metadata provided by you.

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information unless you are the owner of such rights or have the prior written consent of the owner(s) of such rights. By using the Service, you are guaranteeing that you have all rights necessary to exploit the Content via the Service, all at your sole cost and expense. You will be responsible for and will pay (i) any sums due to artists, songwriters, music publishers, copyright owners and co-owners, producers and any other record royalty participants from the distribution or transmission of the Content via the Service; (ii) all sums payable in connection with the musical compositions embodied in the Content and derived from the distribution or transmission of the Content via the Service, (iii) for any rights, consents, or royalties payable to third-parties in connection with the delivery, encoding, transcoding, encrypting, use, storage, transmission and/or distribution of Content; (iv) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (v) any other monies payable with respect to exploitations of the Content and any other materials provided by you to Bandbox.

You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to the Content (or any portion of your Content) (including, without limitation, any and all owners of the underlying musical composition(s) contained in the Content), that you own or control all rights necessary in order to exploit the Content via the Service, and that the exploitation of the Content via the Service will not violate or infringe upon the rights of any third party.

You further represent and warrant that you have the full authority to enter into this Agreement; that you will not act in any manner which conflicts or interferes with any existing commitment or obligation of Bandbox; that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement; and that you will perform your obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.

Bandbox reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates the terms and conditions of this Agreement, including without limitation, removing the Content from the Service.

By using the Service, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following: Any Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent; Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, foreign, or international law; Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; Unsolicited promotions, political campaigning, advertising or solicitations; Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers and the like; viruses, corrupted data or other harmful, disruptive or destructive files; or Content that is objectionable or which restricts or inhibits any other person from using or enjoying the service, or which may expose Bandbox or its affiliates or its users to any harm or liability of any type.

Bandbox takes no responsibility and assumes no liability for any materials posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor shall Bandbox be liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. If you view any objectionable material posted by another user of the Service, please notify Bandbox immediately. Bandbox is not liable for any statements, representations or materials provided by its users in any public forum, personal home page or any interactive areas. Bandbox reserves the right to remove, without notice, any materials posted or stored in the Service if it violates these Terms of Use or is otherwise unlawful or illegal.

Content provided by other Bandbox customers or artists may contain inaccurate, inappropriate or offensive material, products or services and Bandbox assumes no responsibility or liability for such material.

Any use of the Service in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Service.

Copyright Policy

If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please contact help@bandbox.com, or write to Bandbox at 7335 Althorp Way, Nashville, Tennessee 37211, with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Payments

Bandbox shall calculate the amount Net Proceeds (as defined below) payable to you for your sales of the Content on the first (1st) day of each thirty day sales cycle during which you use the Service (or the next following business day if such day falls on a weekend or holiday), and will cause the direct deposit of the amount payable to you to an account designated by you approximately fifteen (15) days following each such date, provided that, if the amount payable to you is less than Ten Dollars ($10.00), such amount shall accrue to the next payment date on which the total amount payable to you exceeds Ten Dollars ($10.00). Bandbox shall pay to you one hundred percent (100%) of the Net Proceeds derived from the sale of the Content. "Net Proceeds" shall mean the gross monies actually received by Bandbox from the sale of the Content by Bandbox to end users, less actual credit card processing and chargeback fees and all applicable taxes. All Net Proceeds shall be paid in U.S. Dollars. If the account designated by you is held at a bank located outside of the United States, Bandbox reserves the right to pay you by check (as opposed to direct deposit) and to retain a service fee equal to five percent (5%) of the gross monies received by Bandbox from the sale of the Content.

Content Pricing

The retail selling price of each item of Content shall be determined by you, provided that no item of Content may be sold at a price between One Cent ($.01) and Six Cents ($.06), due to credit card processing fees. You may use the Service to give your Content away for free.

Monthly Fees

Bandbox charges a flat monthly fee for the use of the service, in accordance with the plan pricing found at http://www.bandbox.com/default/tour/what-you-get. After a 30 day free trial period you will be asked if you would like to continue the service. If you decide to continue, you will be prompted to enter payment information through our secure site, and will be billed at that time for the plan you have selected. Bandbox will continue to bill you for this service until you either a) change your plan, or b) cancel your account. Your credit card will be billed one time per month on the date which you originally signed up. You are free to cancel, upgrade or downgrade at any time. For questions concerning monthly fees or billing, please email us at support@bandbox.com.

Use Limitations

The Service may not be used in connection with any commercial endeavors except those that are specifically addressed in this Agreement. Illegal and/or unauthorized use of the Service, including collecting usernames and/or email addresses by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Service will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation will be removed from the Service without notice and will result in termination of access to the Service. Appropriate legal action may be taken by Bandbox for any illegal or unauthorized use of the Service.

Privacy

Use of the Service is also governed by the Bandbox Privacy Policy. Bandbox is not responsible for the privacy policies and/or practices on other sites. When linking to another site a user should read the privacy policy stated on that site. The Bandbox privacy policy only governs information collected by Bandbox.

Data

Bandbox collects user submitted information such as name, email address, billing address and age to authenticate users and to send notifications to those users relating to the Service. Bandbox also logs non-personally-identifiable information including IP address, profile information, aggregate user data, and browser type, from users of the Service. As between you and Bandbox, Bandbox is and shall be the sole owner of all data observed or collected by Bandbox in connection with the Service.

Security

Bandbox takes precautions to ensure that your account information is kept private. Bandbox uses reasonable measures to protect the information that is stored within our database, and restricts access to your information to those employees who need access to perform their job functions, such as our customer service personnel and technical staff. Please note that Bandbox cannot guarantee the security of your account information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of your account information at any time.

Sharing and Disclosure of Information

Except as otherwise described in this privacy statement, Bandbox will not disclose personal information to any third party unless we believe that disclosure is necessary:

(1) to conform to legal requirements or to respond to a subpoena, search warrant or other legal process received by Bandbox, whether or not a response is required by applicable law; (2) to enforce the Bandbox Terms of Use Agreement or to protect the rights of Bandbox; or (3) to protect the safety of members of the public and users of the Service. Bandbox reserves the right to transfer personal information to a successor-ininterest that acquires rights to that information as a result of the sale of Bandbox or substantially all of its assets to that successor-in-interest.

Disclaimers

Bandbox is not responsible for any incorrect or inaccurate Content posted on or distributed via the Service, whether caused by you, any user of the Service or by any of the equipment or programming associated with or utilized in the Service. Bandbox is not responsible for the conduct, whether online or offline, of any user of the Service. Bandbox assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user communication. Bandbox is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any website or combination thereof, including any injury or damage to users or to any person's computer related to or resulting from participation or downloading materials in connection with the Service. Under no circumstances shall Bandbox be responsible for any loss or damage, including personal injury or death, resulting from use of the Service or from any Content transmitted or distributed via the service, or any interactions between users of the Service, whether online or offline. The Service is provided "AS-IS" and Bandbox expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Bandbox cannot guarantee and does not promise any specific results from use of the Service.

Limitation on Liability

IN NO EVENT SHALL BANDBOX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF BANDBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BANDBOX'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO BANDBOX FOR THE SERVICE DURING THE TERM OF YOUR USE OF THE SERVICE.

Disputes

By using the Service, you agree that any dispute between you and us shall be governed by the laws of the State of Tennessee without regard to conflict of law provisions and you agree to personal jurisdiction by and venue in the courts of Davidson County, Tennessee, USA.
Indemnity

You agree to indemnify and hold Bandbox, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Service or the distribution or transmission of Content in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. You agree to reimburse us and our licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this section. In the event of a filing of any claim, demand or action in respect of which Bandbox is entitled to be indemnified by you hereunder, Bandbox shall be entitled to withhold any monies payable to you under this Agreement in an amount reasonably related to the potential liability, plus costs and reasonable outside attorneys' fees.

Other

This Agreement is accepted upon your use of the Service. This Agreement constitutes the entire agreement between you and Bandbox regarding the use of the Service. The failure of Bandbox to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Miscellaneous

Bandbox reserves the right to change all or part of this Agreement. Notice of any such changes will be provided via email. It is your responsibility to check your email for any notices of modifications to this Agreement. If you do not consent to any such proposed changes your sole recourse will be to terminate this Agreement by written notice to us and withdraw your Content from the Service, and your failure to do so within ten (10) days of the date of any such change notice will constitute your acceptance of such changes. If you breach this Agreement or otherwise act in a manner that requires Bandbox to provide services that Bandbox does not customarily provide in the normal course of its business, Bandbox will notify you that it intends to render such services, and reserves the right to charge you the standard Bandbox rate price for the time and materials required to complete such additional services.

The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement will not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.

This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except in writing. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination will not affect any other provision hereof, and the unenforceable provision will be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

Except as otherwise provided for herein, any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration, or as properly updated.

The section titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or will confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.