Stem Financing, LLC, together with its affiliates (collectively, “Stem”) provides its services
(the “Stem Service,” as further described below) subject to the terms and conditions set
forth herein (the “Terms of Service”), as well as Stem’s Copyright Policy, Privacy Policy, and
any applicable agreement between you and Stem regarding the distribution of the Content
(as defined below) in a Distribution and License Agreement, a Physical Distribution
Addendum or Cash Advance Addendum (collectively, a “Distribution Agreement”) entered
into by any user of the Stem Service (“you” or “your”) from time to time. By uploading any
Content or using the Stem Service, you automatically agree to be bound by these Terms of
Service. If any individual uses the Stem Service on behalf of an entity, such individual
represents and warrants to Stem that such individual has the authority to bind any such
entity to the Terms of Service and agrees on behalf of such entity that these Terms of Service
will be binding on such entity (in such instance, the terms “you” and “your” will refer to the
entity in question). Stem reserves the right at any time to modify or discontinue all or any
portion of the Stem Service or amend these Terms of Service. If you do not wish to agree to
the Terms of Services, you should not use the Stem Service. In the event of any discrepancy
between the terms and conditions set forth herein and any Distribution Agreement
(including any Cash Advance Addendum or Physical Distribution Addendum to such
Distribution Agreement), the terms of any such Distribution Agreement (inclusive of any
Cash Advance Addendum or Physical Distribution Addendum) will control. Please note: as
described further in Section 3 below, each Claiming Party (as defined below) for each item
of Content that you submit to the Stem Service hereunder must affirmatively agree to be
bound by these Terms of Service by subscribing to the Stem Service. Stem will not process
payments for any Content unless and until such time as all designated Claiming Parties for
such Content have subscribed to the Stem Service and have confirmed their respective
shares of Net Revenue to be paid to them.

1. The Stem Service. The Stem Service is comprised of (i) an application that will allow
you to upload and view Content and related accounting, payment and other
information (the “Stem Application”); (ii) a website, currently located at www.stem.is
(and/or any successor or additional website(s) owned or operated by or for Stem) (the
“Site”); (iii) the Stem distribution network (including its social media channels); (iv)
the servers and networks operated by, or on behalf of, Stem; and/or (v) any other
technology and/or services (including payment technology) that Stem provides or
uses in connection with the Stem Service. The Stem Service allows you to make
video, audio and related content available through certain digital service providers
and/or third-party services (each, a “DSP” and collectively, the “DSPs”) as
determined by Stem from time to time. All Content that you upload to the Stem
Service is licensed to Stem pursuant to these Terms of Service for the duration of the
Term.

2. Definitions. As used herein: “Additional Content” means all data, content and
materials that are associated with, or derived from, the Subject Recordings and that
is necessary (in Stem’s sole but reasonable opinion) for the distribution of such Subject
Recordings hereunder, including, without limitation, artwork, videos, credits and
metadata. “Artist” means any and all artists or musical groups whose performances
are embodied on Subject Recordings. “Composition” means any musical
composition embodied in a Subject Recording. “Content” means the Subject
Recordings and all Additional Content. “Licensor Party” means Artist and any Person
that owns, controls, is controlled by, or is under common control with you or Artist,
including, without limitation, any Person acquired by you or Artist and your or Artist’s
successors or licensors. “Person” means any individual, corporation, partnership,
limited liability company, association or other organized group of persons or legal
successors or representatives of the foregoing. “Recording(s)” means every
recording of sound, whether or not coupled with a visual image (i.e., audio-visual
recordings), by any method and on any substance or material, or in any other form or
format, whether now or hereafter known, which is used or useful in the recording,
production, manufacture, distribution or transmission of Records or for any other
commercial exploitation. “Records” means all forms of reproductions, transmissions
or communications of Recordings now or hereafter known, manufactured,
distributed, transmitted or communicated primarily for home use, personal use,
school use, juke box use or use on or in means of transportation, including, without
limitation, records embodying or reproducing sound alone or audiovisual records.
“Subject Recording(s)” means all Recordings uploaded to the Stem Service by you.

3. Identification; Claiming Parties. You will submit the following information for each
piece of Content when you upload such Content to the Stem Service hereunder for
each Permitted Territory: (a) The name or title of each Subject Recording and
Composition comprising of the Content, and any other identifying or related
information Stem may request from time to time; (b) Each Permitted Territory for
which a license is granted for each Content; (c) The names of each DSP that may
exploit such Content in each such Permitted Territory (each, a “Permitted DSP”); (d)
A listing of each and every party other than you that is entitled to a share of your Net
Revenue in respect of any Content (each, a “Claiming Party” and collectively the
“Claiming Parties”); (e) Your contact and payment information (method, bank routing)
and the contact and payment information for each Claiming Party, including without
limitation the percentage interest of your Net Revenue to be paid to each such
Claiming Party (the percentage interest of any Claiming Party, its “Identified Share”);
and (f) A signed and completed IRS Form W-9 or W-8BEN, as applicable. Each
Claiming Party must setup an account with Stem and affirmatively agree to be bound
by these Terms of Service by subscribing to the Stem Service. Any payment by Stem
to a Claiming Party will be constate an accommodation to you alone and Stem will
have no liability for any erroneous payment or failure to comply with the direction to
pay a Claiming Party.

4. Term. The “Term” with respect to each piece of Content uploaded to the Stem Service
will commence on the date Stem first commences any exploitation of such Content
hereunder and continue through the date that is three (3) years following the foregoing
date (the “Initial Period”), unless terminated or suspended as provided herein. Upon
expiration of the Initial Period, the Term will automatically renew and extend for
successive twelve (12) month periods (each, a “Renewal Period”) unless you provide
written notice of termination to Stem at least sixty (60) days prior to the expiration of
the Initial Period or the then-current Renewal Period, as the case may be, it being
understood that the Term will end as of the last day of the Contract Period (as defined
below) during which such written notice is received from you. Notwithstanding the
foregoing, if, as of the last day of any Contract Period in which your notice of
termination is given, your account hereunder is in an unrecouped position, the Term
will continue until the last day of the calendar month in which your account is fully
recouped. “Contract Period” will mean the Initial Period and each Renewal Period
and, for the avoidance of doubt, all Contract Periods will collectively make up the
Term. Upon expiration or termination of the Term or of any rights in the Content, Stem
will have the continued right to exploit Content on a non-exclusive basis until such
time as you email a takedown or transfer request to Stem. Upon receiving such
request, Stem will promptly direct all DSPs to remove or transfer all Content licensed
hereunder in accordance with such DSP’s normal practices and will use reasonable
efforts to cause such DSPs to do so. Provided that Stem has so instructed any DSP
to which Stem has granted rights in the Content, Stem will not be responsible for, and
will have no liability for, delays by such DSP in removing or transferring Content. The
expiration or termination of the Term will not discharge either party from its
obligations to pay any amounts owing hereunder to the other as of the date of
expiration or termination.

5. Payment of Net Revenue. Subject to the terms and conditions of these Terms of
Service and the recoupment of any Recoupable Expenses (including all advances, if
any), Stem will pay you in the aggregate a sum equal to One Hundred Percent (100%)
of Net Revenue (if there are no Claiming Parties) or pay any Claiming Party designated
by you its Identified Share pursuant to Section 3 and pay you the remainder of any
Net Revenue. Net Revenue due to you is “all-in” and inclusive of all amounts payable
to you, all Claiming Parties and all other Persons or entities having any interest in the
Content distributed hereunder including, without limitation, producers, mixers, side
artists, musicians, songwriters, music publishers and all other Persons and entities
in connection with the exploitation of the Content (including mechanical royalties,
except to the extent that third parties or platforms pay such royalties directly to you,
Artist and/or co-writers). “Net Revenue” means Gross Revenue less the Distribution
Fee and less all Deductions. “Deductions” means solely the following third-party
costs and expenses: all applicable taxes, third party costs of collection (including,
without limitation, platform fees, aggregator fees and ingestion fees), refunds and
credits. “Distribution Fee” means ten percent (10%) of Gross Revenue derived from
the exploitation of all such Content, unless Stem otherwise agrees to a different
percentage in writing. “Gross Revenue” means all gross monies derived from the
exploitation of the Content in connection with the rights granted herein (such monies
to be applied when actually received by the Stem in the United States or credited to
Stem against an advance received by Stem in which you did not participate
hereunder) from all sources which are directly and identifiably attributable by title to
the exploitation of the Content uploaded by you, on a fully cross-collateralized basis
across all Content uploaded by you through the Stem Service unless otherwise
agreed in writing. Gross Revenue excludes advance payments, guarantee payments
and minimum royalty payments that Stem may receive in connection with any
collection agreement, blanket licensing or other agreement which relate to all or
substantially all of the Recordings under distribution by Stem unless such payment
relates solely to or is specifically attributable by title to a Subject Recording (in which
event, your account hereunder will be credited with the applicable percentage set
forth herein of that portion of such payment that relates solely to, or is specifically
attributable by title to, such Subject Recording). “Recoupable Expenses” means all
non-overhead, unreimbursed third party costs and expenses (i) requested by you and
(ii) accepted and paid by Stem which are attributable to the rights granted hereunder
(other than your share of Net Revenue and Deductions), including, without
limitations, costs related to design, artwork, advertising, marketing, promotion, and
any and all monies which you ask or request that Stem pay on your behalf (and Stem
agrees, and does, pay on your behalf). Recoupable Expenses are not Deductions and
will be recoupable from your share of Net Revenue and/or a Claiming Party’s
Identified Share thereof.

6. Grant of Rights; Ownership.
a. During the Term, you hereby grant to Stem, for each of the countries you
designate to Stem upon uploading any Content (each such country, a
“Permitted Territory”), a sublicensable and transferrable right and license to:
i. Exclusively make copies of, distribute, sell, host, transmit, make
available and otherwise distribute all or any part of the Content by any
and all means of electronic distribution, digital distribution, electronic
streaming or other online or wireless transmission online and by way of
mobile application (including by way of download sales, interactive
and non-interactive streaming, webcasting and monetizing user-
generated content and conditional downloads, whether tethered to a
device, time limited, play limited or otherwise) now or hereafter known
(“Digital Distribution”), and to collect all monies earned from such
Digital Distribution throughout the Permitted Territories, including,
without limitation, monetization of user-generated content. Without
limiting the generality of the foregoing, Stem will have the exclusive
right to: (A) publicly perform the Content, including, without limitation,
in streaming format on Stem’s and its sub-distributor’s and sub-
licensees’ websites, services and platforms; (B) publicly display,
stream and make available the lyrics of the Compositions for
streaming, lyric videos or download solely as part of the sale of the
Content; and (C) release, advertise and sell electronic files or
equivalent electronic form(s) of the Content and permit others to do so
under any trademark used by Stem or its sub-distributors and sub-
licensees, provided that you (or, if so directed by you, the Artist) are
listed as the copyright owner on the copyright lines and listed as the
record label (with Stem listed as the ‘exclusive distributor’ of the
Content). Stem’s inadvertent and non-repetitive failure to comply with
the foregoing copyright notice provision will not be a breach of this
Agreement. In connection with its Digital Distribution rights, upon
Stem’s request, you will permit Stem to access Artist’s ‘Spotify for
Artists’ (or similar) feature on such Artist’s Spotify account enabling
Stem to monitor and toggle ‘Discovery’ (or similar) mode thereon.
ii. Non-exclusively reproduce, print, publish, disseminate in any medium
and otherwise use, and authorize others to use, Artist’s and your logos,
trademarks, service marks, names, trade names, likenesses,
biographies, photos, images, URLs, all artwork and other promotional
materials provided by you concerning you and Artist and the name(s),
likenesses and biographies of others whose work is embodied on the
Content, including any Person whose musical, vocal, production or
mixing services are embodied on the Content (the “ID Materials”)
which ID Materials have been delivered by you to Stem hereunder for
all purposes of trade, advertising, and other exploitations solely in
connection with the marketing, promotion and sale of the Content
hereunder and the general goodwill advertising of Stem. Stem will have
the right to edit all such materials to fit the format of the specific use
without further approval from you or any other Person.
b. As between you and Stem, you retain all ownership rights in the Content
subject to the rights licensed to Stem herein. You will be solely responsible for
the Content, whether created by or for you, and the consequences of releasing
Content through the Stem Service. You may not submit Content that contains
any pornographic, infringing, hate-related, violent or illegal elements or which
is offensive to reasonable standards of public morals. You may only upload
Content for which you have sufficient rights and licenses to permit Stem’s
sublicensing and distribution as provided herein. You acknowledge that you
have no expectation of privacy or confidentiality with respect to the Content.
c.
d. Stem will have the right to decline to distribute or to take down any Content for
any of the following reasons: (a) Stem believes that its distribution of such
Content (i) may violate or violates applicable law or the rules and regulations
of any DSP, (ii) may violate or violates the rights of any Person, (iii) would
constitute a breach by you of any of your warranties or representations
contained herein; or (iv) would constitute a breach by Stem of Stem’s
agreements with any third parties (such as, but not limited to, with any DSP);
(b) if Stem deems the Content to be offensive to reasonable standards of
public morals or if there are any other circumstances in which, in the
reasonable opinion of Stem’s counsel, your or Stem’s rights to distribute any
Content may be adversely affected or in question; (c) if you or Stem receive
any claim relating to any Content, including a notice alleging that any Content
violates the rights of any third party; (d) if Stem receives a notification (a “Fraud
Notice”) from a DSP that any Content is associated with fraudulent activity; or
(e) if the Content does not comply with the technical specifications required
by Stem. Stem may, in its sole discretion, issue (and/or authorize the issuance
of) takedown notices for the removal of any affected Content described in this
paragraph. Additionally, if you breach any representation, warranty, or
obligation herein or if Stem receives a Fraud Notice or any claim relating to any
Content including, without limitation, a notice alleging that any Content
violates the rights of any third party, then without limiting Stem’s rights or
remedies at law or in equity: (x) Stem will use commercially reasonable efforts
to notify you of such claim; and (y) Stem may withhold all monies otherwise
payable to you or any Claiming Party hereunder while any such claim is
pending.

7. Representations and Warranties. You warrant, represent, covenant and agree that:
a. If you are an individual, (i) you are 18 years of age or older; and (ii) you are fully
able and competent to accept, and/or fully perform all of your obligations
under, these Terms of Service;
b. If you are an entity, you are duly organized, validly existing and in good standing
under the laws of the state of your organization, you have full corporate power
and authority to enter into these Terms of Service and to fully perform all of
your obligations under these Terms of Service;
c. You have the full right, power, and authority to enter into these Terms of Service
and to fully perform all of your obligations under these Terms of Service, and
you have the right to grant to Stem the right to distribute and exploit the
Content as set forth herein, together with the ID Materials, free and clear of
any encumbrances or other claims. You have not granted and will not grant or
attempt to grant to any other Person, rights of any kind which are inconsistent
with the grant of rights made to Stem under these Terms of Service or which
would in any way conflict with or impair the rights granted to Stem under this
these Terms of Service.
d. You represent and warrant that all ID Materials and other information
submitted in connection with any Content are complete, accurate,
non‑misleading, and compliant with all applicable policies, style guides, and
rules of each applicable DSP.
e. You own or control, and will continue to own and control throughout the Term
and in the Permitted Territories, all rights necessary to make the grants of
rights, licenses and permissions hereunder and necessary for Stem to exploit
the Content, ID Materials and the rights granted to Stem herein and to effect
the purpose of these Terms of Service without the need for Stem to acquire
any licenses, releases, consents, or approvals not granted herein. As between
Stem and you, you have obtained and/or will timely obtain (either directly or by
causing applicable third parties to obtain) any and all necessary licenses,
consents, permissions, authorizations and clearances for the use and
exploitation of the Content hereunder from all applicable rights holders and
that you will account to, and make payment, of all monies due and payable to
such rights holders in connection with Stem’s use and exploitation of the
Content hereunder. Without limiting the generality of the foregoing, you are
solely responsible for any payments that may become due to any union having
jurisdiction (if and as applicable) over and arising from the production,
manufacture, distribution and sale of Content hereunder and Stem will not be
responsible therefor. Unless otherwise agreed by the parties in writing, you
have not and will not make any arrangements with or representations to any
Person which would obligate Stem to make any payments to any third parties
on your behalf in connection with the exercise of the rights herein granted to
Stem. You warrant that all moral rights to the Content have been waived.
f. As of the date of uploading any Content and throughout the Term, there are no
legal proceedings or claims existing or threatened that may interfere with
Stem’s exercise of its rights hereunder or create any liability on the part of
Stem with respect to the Content or the ID Material. The use of Content or any
ID Materials pursuant to Stem’s exercise of the rights granted herein will not
violate or infringe upon any law or the rights of any Person, including, without
limitation, contractual rights, copyrights, trademarks, or rights of privacy or
publicity, and will not contain unauthorized or uncleared Samples. “Sample”
means any portion(s) or interpolation(s) of third-party master recording(s)
and/or composition(s), video(s) and/or other material(s), or portions thereof
whether musical, lyrical or otherwise, not owned and/or controlled by you.
g. To the extent that any DSP authorized by Stem to distribute Content does not
agree to be responsible for obtaining and paying for all mechanical, public
performance and other clearances and licenses required from rightsholders
in Compositions for the exploitation of the Content, you will be solely
responsible for obtaining and paying for such clearances and licenses.
h. The Content will not (i) disparage, defame, or discredit Stem or any DSP or
contain content that is detrimental to the name or business reputation of Stem
or any DSP, (ii) facilitate or promote illegal activity, or contain content that is
illegal, or (iii) violate any applicable law or the rules of any platform or service
on which such Content is distributed.
i. You represent and warrant that the Content is not Prohibited Content and
agree to not upload to the Stem Service or otherwise deliver any Prohibited
Content to Stem. “Prohibited Content” means any Recordings or other
content or materials that have been created using artificial intelligence or
similar technology without authorization from the applicable rights holder or
that is otherwise fraudulent and/or illegal.
j. During the Term, neither you nor any Licensor Party will re-record, produce,
arrange, mix or remix for any person or entity other than Stem (or for release by
or on behalf of you or a Licensor Party) a Recording embodying the
Composition(s) that is embodied on a Subject Recording delivered to Stem
hereunder.

8. Stem Content; Stem Marks. All content or materials, including without limitation the
text, software, scripts, graphics, photographs, sounds, music, videos, interactive
features and the like accessible on the Site or through the Stem Service (collectively,
the “Stem Content”) and the copyright, trademarks, service marks, logos and other
intellectual property rights contained therein (the “Stem IP”), are owned by, or
licensed to Stem, and are subject to copyright and other intellectual property rights
under United States and foreign laws and international conventions. The Stem
Content and Stem IP are provided to you AS IS for your information and to use in
connection with the Stem Service only and may not be used, copied, reproduced,
distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited
for any purposes whatsoever. Stem reserves all rights not expressly granted herein in
and to the Stem Service, Stem IP or Stem Content. If you download or print a copy of
any Stem Content or Stem IP, you must retain all copyright and other proprietary
notices contained in or on such content and material. You agree not to circumvent,
disable or otherwise interfere with security related features of the Stem Service or
features that prevent or restrict use or copying of any Stem Content or Stem IP.

9. Compositions.
a. As you are setting up the profile relating to each Content on the Stem Service,
you may be asked whether you also wish to grant Stem the right to collect
amounts due to you for “publishing” rights in the Composition associated with
such Content distributed hereunder. If you agree by checking that box, then
you hereby agree to grant such rights in the Compositions as you have
indicated in the Stem Service. Those rights may include (i) public performance
rights, (ii) mechanical reproduction rights, (iii) sync rights and other similar
rights required or desirable for use on the Stem Service and on DSPs, all of
which rights are only applicable for the uses of the Content granted to Stem
herein, and only as such Composition is embodied in the Content.
b. You acknowledge and agree that in the event you authorize Stem to collect any
monies payable with respect to the Compositions, Stem will pay all such
monies to you. Currently, Stem only accounts for royalties in connection with
downloads on iTunes and Amazon in North America. In the event other music
publishing monies are included in Gross Revenue, such amounts will not be
accounted to you separately. It will be solely your responsibility to ensure
payment to all other parties who are entitled to a share of such publishing
monies so paid by Stem with respect to any Compositions as set forth herein.

10. Accounting. Statements as to Net Revenue payable hereunder will be rendered via
email to an address designated by you within sixty (60) days of the end of each
calendar month. Stem reserves the right to correct errors in statements or payments
at any time, including retroactively, whether arising from DSP reporting changes,
system errors, fraud adjustments, or other causes. Payments of any amounts shown
to be due on any statement will be made (after the deduction of any Recoupable
Expenses) to the address set forth on your (or any Claiming Party’s) completed W-9
(or W-8BEN) form or, in your (or such Claiming Party’s) discretion, may be remitted
electronically to a bank account designated by you (or such Claiming Party). Stem will
not make payment to you or any Claiming Party unless and until the earned balance
for you and that Claiming Party is at least One Hundred U.S. Dollars (US$100) at the
time payment is due. In the event of any overpayment, Stem may, in its sole
discretion, require reimbursement or offset such amounts against future payments.
You and each Claiming Party must have a valid method of payment (bank information)
on file with Stem in order to be entitled to payments due hereunder. Stem may
suspend payments to you or any Claiming Party if there is no valid method of payment
(bank information) on file with Stem. You and each Claiming Party will be responsible
for any bank fees or other charges related to any such payments made by Stem to you
or a Claiming Party hereunder. By listing the Claiming Parties as set forth in Section 3
above, you represent and warrant that for each item of Content you have identified
every possible Claiming Party entitled to any Identified Share of Net Revenue arising
therefrom. You also acknowledge that each Claiming Party will receive any payments
of its Identified Share of Net Revenue separately and that Stem will only pay you your
Net Revenue less the Identified Share of Net Revenue due to all Claiming Parties other
than you with respect to any Content. You also acknowledge that in connection with
any accounting of its Identified Share, each Claiming Party will receive information
about the Content that could include its streaming and financial performance. You
acknowledge and agree that Stem may earn and retain interest on any amounts that
are or may become due to you or any Claiming Party but are not yet payable. To the
fullest extent permitted by law, Stem may retain such interest amounts for its own
account, and such interest amounts will not be considered Gross Revenue or Net
Revenue hereunder. All statements will be binding upon you and any Claiming Party
and not subject to objection by you or any Claiming Party unless specific objection in
writing, stating the basis thereof, is given to Stem within one (1) year from the date
each statement is sent or first made available hereunder. You and any Claiming Party
will be foreclosed from maintaining any action, claim or proceeding against Stem in
any forum or tribunal with respect to any statement or accounting rendered
hereunder unless such action, claim or proceeding is commenced against Stem in a
court of competent jurisdiction within one (1) year after the date such statement is
first made available to you or any Claiming Party. If Stem makes any overpayment of
Net Revenue, Stem will have the right, in its sole discretion, to demand
reimbursement of such excess from you or any Claiming Party (and you and such
Claiming Party will immediately make such reimbursement) or to deduct the amount
of such overpayment from all monies otherwise payable to you or any Claiming Party.
You and each Claiming Party hereby authorizes and directs Stem to withhold from any
monies due to you or such Claiming Party hereunder any portion thereof required to
be withheld by any governmental authority in any part of the Permitted Territory, and
to remit same to such government authority.

11. Fraud. You shall not submit Content or ID Materials that impersonate any artist,
brand, or rights holder; falsely suggests an association with another artist; or is
intended to manipulate search results, recommendation algorithms, charts,
playlists, or engagement metrics of any DSP. In the event that Stem, in the exercise of
its sole discretion, has reason to suspect that your account has been subjected to
and/or involved in fraudulent or infringing activities, Stem reserves the right to
suspend the payment of Net Revenue to you or any or all Claiming Parties with
respect to the applicable Content until resolution of the suspicion. Furthermore, you
and all applicable Claiming Parties agree that such payments will be forfeited by you
if Stem determines, in its good faith but sole discretion, that the distribution of the
Content and the resulting payments are the result of fraud and/or infringement. To the
extent that any fraudulent and/or infringing activities are determined to be caused by
your actions or omissions, any costs Stem incurs (including legal fees and expenses)
in connection therewith may, in addition to its other remedies, be deducted by Stem
from any monies otherwise payable to you and all applicable Claiming Parties
hereunder. Such deduction will not act as a limitation on any amounts that may
otherwise be due to Stem. Certain DSPs may also have policies related to fraud and
suspected fraudulent activities and you agree that it is your responsibility to
investigate such policies, if any, and such policies will be binding upon you and all
applicable Claiming Parties hereunder.

12. Removal; Termination.
a. Notwithstanding anything to the contrary herein, without limiting any of Stem’s
rights or remedies in the event of your breach of these Terms of Service, Stem
will have the right to terminate the Term and remove any Content from the
Stem Service at any time without cause upon ten (10) days written notice to
you. In addition to Stem’s termination rights set forth above and rights of
suspension and removal with respect to affected Content set forth herein and
without limiting any of Stem’s other rights or remedies in the event of your
breach of these Terms of Service, Stem will have the right to terminate your
account with Stem and remove your access to the Stem Service all associated
Content with immediate effect: (i) in the event of a breach by you of any of your
representations, warranties, covenants or obligations under this Agreement;
(ii) your dissolution or the liquidation of your assets; (iii) the filing by or against
you of a petition for liquidation or reorganization under Title 11 of the United
States Code as now or hereafter in effect or under any similar statute relating
to insolvency, bankruptcy, liquidation or reorganization; (iv) the appointment
of a trustee, receiver or custodian for you or any of your property; (v) you
admitting in writing your inability to pay your debts generally or your making of
an assignment for the benefit of creditors or your commission of any voluntary
act for or in bankruptcy; (vii) if Stem receives repetitive Fraud Notices; (viii) if
any Content violates applicable laws or the rules and regulations of any DSP;
or (ix) the issuance of an injunction enjoining you from performing any of your
material obligations hereunder.
b. You may request in writing that Stem: (i) remove any Content, (ii) change the
Permitted Territories, or (iii) change the Permitted DSPs where the Content is
being distributed. Stem may, in its sole discretion, grant the aforementioned
request and, in the event such request is granted in accordance with the terms
and conditions hereof, the license granted hereunder as to such Content will
be deemed modified to reflect such removal or change solely with respect to
such Content for which such change has been approved on a prospective
basis. For the avoidance of doubt, Stem will have the right to refuse any
request to remove any Content, change any Permitted Territory or change the
Permitted DSPs for any reason. All the requests for changes described in this
paragraph may be taken by sending email to [email protected]. You
understand and agree that (i) any foregoing termination or modification with
respect to any Content that is granted by Stem is subject to a reasonable wind-
down period, not to exceed thirty (30) days, during which the Content in
question may remain available as previously authorized through the Stem
Service, and (ii) after such wind-down period and without limiting Stem’s rights
hereunder, in case of any Content removed from the Stem Service, Stem may
retain, but not display, distribute, or perform, metadata relating such Content.
Notwithstanding anything to the contrary contained herein, you will not be
permitted to request any changes or removals pursuant to this paragraph in
the event you enter into a Distribution Agreement, Cash Advance Addendum
or Physical Distribution Addendum with Stem. You acknowledge and agree
that Stem has limited practical ability to control or monitor possible
infringement of your intellectual property rights in any Content and that Stem
assumes no responsibility for controlling or monitoring such alleged
infringement. Stem is not responsible for enforcing your intellectual property
rights in any Content, including by issuing cease and desist letters, filing suit
or taking other legal action against alleged infringers. All copyright complaints
must be submitted in accordance with Stem’s Copyright Policy.

13. Force Majeure. If because of an act of God, 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), epidemic, pandemic, failure of technical facilities, failure or
delay of transportation facilities, or any cause of a similar or different nature not
within Stem’s control, Stem is materially hampered in the exploitation or distribution
of Records or Recordings, then, without limiting Stem’s rights, Stem will have the
option by notice to suspend any Term and all of Stem’s obligations hereunder for the
duration of such contingencies. No suspension imposed under this Section 13 will
exceed twelve (12) months unless such contingency is industry-wide.

14. Indemnification. You agree to indemnify, defend and hold harmless Stem and its
affiliates, successors, licensees and assigns, and their respective officers, directors,
members, shareholders, licensees, contractors, employees, representatives and
agents (collectively, the “Stem Indemnitees”) from and against any and all losses,
liabilities, claims, obligations, costs and expenses (including attorneys’ fees and
court costs) which result from or arise in connection with or are related in any way to
(a) a breach by you or any Licensor Party of any of your warranties, representations,
covenants or agreements in these Terms of Service, (b) any negligent or tortious act,
willful misconduct or willful omission by you or any Licensor Party, (c) a Fraud Notice,
or (d) your use of, and access to, the Stem Service. Further, and without limitation of
the foregoing, you shall reimburse Stem on demand for any payment made by Stem
in connection with any such claim which is reduced to a final adverse judgment in a
court of competent jurisdiction or settled with your written consent, which consent
shall not be unreasonably withheld. Pending the disposition of any such claim or
action, Stem will have the right to withhold payment of any monies which may be
payable to you or any Claiming Parties hereunder. Stem will have the right, in its sole
discretion, to select its own legal counsel to defend the Stem Indemnitees from any
claims subject to your indemnification obligations hereunder (but by doing so will not
waive your indemnity obligations), and you will be solely responsible for the payment
of all attorneys’ fees incurred by the Stem Indemnitees in connection therewith. You
will notify Stem immediately if you become aware of any actual or potential claims,
suits, actions, allegations or charges that could affect your or Stem’s ability to fully
perform its duties or to exercise its rights under these Terms of Service. You will not,
without the prior express written approval of Stem, settle, dispose or enter into any
proposed settlement or resolution of any claims subject to your indemnification
obligations hereunder if such settlement or resolution results in any obligation or
liability for any Stem Indemnitee. This paragraph and your obligations set forth herein
will survive the end of the Term and your use of the Stem Service.

15. Limitation of Liability. STEM WILL NOT BE LIABLE TO YOU OR ANY CLAIMING PARTY
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR
SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR
YOUR USE OF THE STEM SERVICE, INCLUDING DAMAGES FOR LOSS OF BUSINESS,
LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR
THE LIKE, EVEN IF YOU OR ANY CLAIMING PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

16. Disclaimer of Warranties. STEM MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF ANY SERVICES
PROVIDED HEREUNDER OR ANY SYSTEMS MAINTAINED FOR YOUR OR ANY
CLAIMING PARTY’S BENEFIT (SUCH AS ANY PORTAL) AND ANY SUCH WARRANTIES
AND TERMS ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.

17. Sanctions; Export Control; OFAC. You represent and warrant that neither you nor
any Claiming Party is located in, organized under the laws of, or subject to sanctions
or restrictions imposed by the United States or any applicable governmental
authority, including OFAC. You further represent that no payments, Content, or rights
hereunder violate any export control, sanctions, or anti‑money laundering laws. Stem
may suspend payments or services if compliance concerns arise.

18. Suspension. Stem reserves the right to suspend the Stem Service and its obligations
hereunder at any time, without giving prior notice, for any act which Stem, in its sole
discretion, determines to be harmful to Stem, to any DSP, any end user of the Stem
Service, the Stem Service itself or which Stem determines in good faith violates or
fails to comply with any applicable law or regulation.

19. Account; Stem Service; Security; Third Party Services; User Behavior.
a. You are responsible for maintaining the confidentiality of your account
credentials, including any usernames, passwords, API keys, or other access
methods associated with your account. You may not share your login
credentials with any third party without Stem’s prior written consent. You are
solely responsible for all activities that occur under your account, whether or
not authorized by you. You agree to notify Stem immediately of any
unauthorized use of your account or any other breach of security. Stem will
not be liable for any loss or damage arising from your failure to comply with
these security obligations. Stem reserves the right, in its sole discretion, to
suspend, restrict, modify, or terminate access to your account, credentials, or
any features of the Stem Service at any time, including for security, fraud
prevention, platform integrity, or compliance reasons. You acknowledge that
you have no ownership or property interest in your account, any analytics, or
any account‑level data generated through the Stem Service.
b. From time to time, Stem may offer beta features, experimental tools, or
early‑access services. Such features are provided “AS IS” and “AS
AVAILABLE,” without warranties of any kind, and may be modified or
discontinued at any time without notice. Stem shall have no liability arising
from your use of any beta or experimental services, including for downtime,
data loss, or feature changes.
c. The Stem Service may integrate with or rely on third‑party services, platforms,
or payment processors including, without limitation, DSPs. Stem does not
control such third parties and makes no warranties regarding their availability,
accuracy, or performance. Your use of any third‑party services is subject to
their respective terms, and Stem shall not be liable for any acts or omissions
of such third parties.
d. Stem grants you permission to use the Stem Service subject to these Terms of
Service. As a condition of use, you agree not to use the Stem Service for any
purpose that is unlawful. You agree to abide by all applicable local, state,
national and international laws and regulations, including, without limitation,
all intellectual property laws (such as U.S. copyright laws). Any unauthorized
use of the Stem Service is expressly prohibited. By way of example and not
limitation, you agree not to (1) take any action or (2) upload, download, post,
submit or otherwise distribute or facilitate distribution of any Content, using
any communications service or other service available on or through the Stem
Service, that:
i. infringes any patent, trademark, trade secret, copyright, right of
publicity or other right of any other person or entity;
ii. is Prohibited Content;
iii. is threatening, abusive, harassing, defamatory, libelous, deceptive,
fraudulent, invasive of another’s privacy, tortuous, offensive, profane,
pornographic or obscene, or promotes hate or incites violence;
iv. misrepresents the source, identity or content of information
transmitted via the Stem Service;
v. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail
(“spamming”) or a chain letter, a pyramid scheme, petitions for
signatures, charity requests or any other similar solicitation;
vi. contains software viruses or any other computer codes, files, or
programs that are designed or intended to disrupt, damage, limit or
interfere with the proper function of any software, hardware, or
telecommunications equipment or to damage or obtain unauthorized
access to any system, data or other information of Stem or any third
party;
vii. impersonates, or falsely indicates an affiliation with, any person or
entity, including, without limitation, any employee or representative of
Stem or access the Stem accounts of others without permission;
viii. constitutes an offer, for sale or otherwise, of any firearms, explosives,
weapons, tobacco products, controlled substances, pharmaceuticals,
counterfeit or stolen articles, registered or unregistered securities, or
any items that would cause Stem to violate any applicable law or
regulation;
ix. collects, or attempts to collect, personal information about users
without their consent or constitutes a solicitation of any users of the
Stem Service; or
x. otherwise violates these Terms of Service or any policy posted on the
Site.
e. Additionally, you agree that you will not: (a) take any action that imposes, or
may impose, in Stem’s sole discretion, an unreasonable or disproportionately
large load on Stem’s infrastructure; (b) interfere or attempt to interfere with the
proper working of the Stem Service or any activities conducted on the Stem
Service; (c) alter or modify any part of the Site or access Content through any
technology or means other than those explicitly designated by Stem; (d)
bypass any measures Stem may use to prevent or restrict access to the Stem
Service, other accounts, or computer systems or networks connected to the
Stem Service; or (e) interfere with any other user’s enjoyment of the Stem
Service, including, without limitation, accessing an account of a Stem user
that is not yours. You may not (and may not permit others to), directly or
indirectly, modify, translate, decompile, disassemble, or reverse engineer any
part of the Stem Service, Stem Content or Stem IP, or copy, rent, lease,
distribute, or otherwise transfer any of the rights that you receive hereunder.
You will not launch or otherwise use any robot, spider, scraper or other
automated means to access the Stem Service in a manner which sends more
request messages to the Stem server in any given period of time than a typical
human would normally produce in the same period by using a conventional
on-line web browser to read, view and submit materials. Notwithstanding the
foregoing, Stem may grant the operators of search engines permission to use
robots to copy materials from the Stem website for the sole purpose of
creating publicly-available searchable indexes of the materials, but not
caches or archives of the materials, provided that Stem reserves the right to
revoke these exceptions either generally or in specific cases. You will not
harvest or collect information from the Stem Service, including, without
limitation, information about other users of the Stem Service. The use of any
information learned through the Stem Service or while on the Site is limited to
the express purposes set forth in these Terms of Service; all other uses are
strictly prohibited. Unless expressly authorized, you will not frame or
otherwise display any portion of the Site or Stem Content. No hyperlinks to
any password-protected web pages on the Site are allowed. Hyperlinks to
non-restricted pages on the Site are subject to review and termination by Stem
in its sole discretion.

20. Confidentiality. You agree to keep confidential and not disclose to any third party
any non‑public information relating to the Stem Service, including without limitation
financial reports, royalty statements, recoupment status, analytics, dashboards,
pricing terms, advance terms, internal tools, and business processes (“Confidential
Information”). You acknowledge that unauthorized disclosure of Confidential
Information may cause irreparable harm to Stem for which monetary damages would
be inadequate, and you agree that Stem shall be entitled to injunctive relief in addition
to any other remedies available at law or in equity. For the avoidance of doubt, this
section shall survive termination or expiration of these Terms of Service.

21. Governing Law. These Terms of Service and the relationship between you and Stem
will be governed by the laws of the State of California without regard to its conflict of
law provisions. Except as otherwise set forth in these Terms of Service, if a dispute
arises out of or relates to these Terms of Service, and the dispute cannot be settled
or resolved through the good faith efforts of the parties, then the dispute will be
determined by binding arbitration administered by JAMS Comprehensive Arbitration
Rules & Procedures (“Rules”) and all hearings will be held in Los Angeles, California
before an arbitrator selected in accordance with the Rules. Judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction.
Notwithstanding the foregoing or anything to the contrary in this Section 21, nothing
herein will limit Stem’s right to immediately seek and obtain injunctive and other
equitable relief in any court. Notwithstanding anything to the contrary in this
paragraph, if Stem is sued or joined in any other court or forum by a third party in
respect of any matter that may give rise to a claim by such third party hereunder, you
consent to the jurisdiction of such court or forum over any such claim asserted by
such third party. You agree that any dispute arising out of or relating to these Terms
of Service shall be brought solely in your individual capacity and not as a plaintiff or
class member in any purported class, collective, or representative proceeding.

22. Modification. Stem reserves the right to make changes to the Stem Service and these
Terms of Service at any time. If Stem makes a material modification to these Terms
of Service, the Copyright Policy or the Privacy Policy, it will notify you by: (a) sending
an email to the address associated with your account; (b) send an electronic alert to
your account in the Stem Service; or (c) displaying a prominent announcement above
the text of these Terms of Service, as appropriate, for thirty (30) days. Stem is not
responsible for your failure to receive an email due to the actions of your ISP or any
email filtering service. If you choose to continue using the Stem Service, you agree
that by doing so you will be deemed to accept the modified Terms of Service,
Copyright Policy or Privacy Policy, as applicable.

23. Distributions of Recordings. You recognize that the sale and distribution of Records
and Recordings is speculative and agrees that the judgment of Stem with respect to
matters affecting the sale, distribution and exploitation of Content will be binding
upon you.

24. Miscellaneous.
a. Electronic Communication. When you use the Stem Service or send emails to
Stem, you are communicating with Stem electronically. You consent to
receive communications electronically from Stem and its site affiliates. Stem
will communicate with you by email or by posting notices on the Site. You
agree that all agreements, notices, disclosures and other communications
that are provided to you electronically satisfy any legal requirement that such
communications be in writing.
b. Circumvention. You agree that you shall not, directly or indirectly, circumvent,
bypass, avoid, or obviate Stem’s rights under these Terms of Service, including
by engaging in any activity—legal or otherwise—that result in the distribution,
licensing, or exploitation of the Content outside the scope of these Terms of
Service (a “Circumvention”). This includes, without limitation, entering into
agreements with third parties, rebranding, sublicensing, or using affiliates or
agents to achieve such Circumvention. A Circumvention shall constitute a
material breach of these Terms of Service and Stem shall be entitled to all
equitable and legal remedies available, including, without limitation,
injunctive relief.
c. Entire Agreement; Survival. Except for as otherwise set forth in a Distribution
Agreement, Cash Advance Addendum or a Physical Distribution Addendum,
these Terms of Service constitute the entire agreement between you and Stem
and governs your use of the Site and Stem Service. Notwithstanding any other
paragraphs of these Terms of Service, or any general legal principles to the
contrary, any provision of these Terms of Service that imposes or
contemplates continuing obligations on a party will survive the expiration or
termination of these Terms of Service.
d. Severability. If any of these Terms of Service are deemed invalid, void, or for
any reason unenforceable, you agree that the court should endeavor to give
effect to the parties’ intentions as reflected in the provision, and the
unenforceable condition will be deemed severable and will not affect the
validity and enforceability of any remaining conditions.
e. Headings. Headings are for reference purposes only.
f. Cure Period. Failure by Stem to perform any of its obligations under these
Terms of Service will not be deemed a breach of these Terms of Service unless
you have given Stem written notice of such alleged breach itemizing the
specific details thereof and such breach has not been corrected within sixty
(60) days following Stem’s receipt of such notice.
g. Non-Waiver. The failure of Stem to act with respect to a breach by you or
others does not waive its right to act with respect to subsequent or similar
breaches.
h. Independent Contractors; Third Party Beneficiaries. In entering into these
Terms of Service, the parties have and will have the status of independent
contractors. Accordingly, there is no joint venture, partnership, fiduciary or
employment relationship existing between the parties and the parties do not
intend to create any such relationship by these Terms of Service. Except as
otherwise expressly provided in these Terms of Service, there will be no third-
party beneficiaries to these Terms of Service.
i. Assignment. Stem may assign this Agreement or any of Stem’s rights or
delegate any of its obligations hereunder in whole or in part to any Person. You
may not assign this Agreement or any of your rights hereunder, and any such
purported assignment or delegation will be null and void ab initio. These Terms
of Service will be binding upon and will inure to the benefit of the parties hereto
and their respective heirs, executors, successors-in-interest and permitted
assigns.

25. How to Contact Us. If you have any questions or comments about these Terms of Service or the Site, please contact us by email at [email protected].

Last Updated: September 22, 2026