Stem Disintermedia, Inc., 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, as well as Stem’s Copyright Policy,  Privacy Policy, and any applicable Cash Advance Addendum entered into by any user of the Stem Service (“you” or “your”), on the one hand, and Stem and/or its affiliate, on the other hand from time to time, and any Physical Distribution Addendum entered into by you, on the one hand, and Stem and/or its affiliate, on the other hand from time to time (collectively the “Terms of Service”).  By using the Stem Service, you automatically agree to be bound by the 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, on the one hand, and any separate agreement between you and Stem regarding the distribution of the Content (“Distribution Agreement”), including any Cash Advance Addendum or Physical Distribution Addendum to such Distribution Agreement, on the other hand, the terms of any such Distribution Agreement (inclusive of any Cash Advance or Physical Distribution Addendum) will control. Please note that, as described further in Section 5 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) the Stem application, an application that will allow you to upload and view Content and related accounting, payment and other information; (ii) the Stem 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 (collectively, “Third Party Platforms”), 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.  “Content” means the Subject Recordings (as defined below) and all Additional Content (as defined below). “Recording(s)” means every recording of sound, whether or not coupled with a visual image, 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. “Additional Content” means all data, content and materials that are associated with, or derived from, the Subject Recordings, including, without limitation, artwork and metadata. “Artist” means any and all artists or musical groups whose performances are embodied on Subject Recordings.

2. Content As between you and Stem, you retain all ownership rights in the Content subject to the rights licensed to Stem hereunder.  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. 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 Third Party Platform, (ii) may violate or violates the rights of any individual, corporation, partnership, limited liability company, association or other organized group of persons or legal successors or representatives of the foregoing (each, a “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 Third Party Platforms); (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 is 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 Third Party Platforms that 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 Stem receives any claim relating to any Content including a notice alleging that any Content violates the rights of any third party or a Fraud Notice, 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.

3. License to Content; License Period During the License Period (as defined below), you hereby grant to Stem, for each of the countries you designate to Stem (each such country, a “Permitted Territory”), a sublicensable and transferrable right and license to: (a) 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 Territory, including, without limitation, monetization of user-generated content. Without limiting the generality of the foregoing, Stem will have the exclusive right to: (i) publicly perform the Content, including, without limitation, in streaming format on Stem’s and its sub-distributor’s and sub-licensees’ websites including the Stem Service and Site, services and platforms; (ii) publicly display, stream and make available the lyrics of the Compositions for download solely as part of the sale of the Content; and (iii) 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 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 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. (b) 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. The License Period with respect to each 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 five (5) years following the foregoing date (the “Initial Period”), unless terminated or suspended as provided herein. Upon expiration of the Initial Period, the License Period 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 License Period 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 License Period 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. Upon expiration or termination of the License Period for any Content, Stem will promptly direct all Third Party Platforms which Distributor has authorized to utilize Content to remove such Content in accordance with such Third Party Platform’s normal takedown practices. Provided that Stem has so instructed any Third Party Platform which Stem has granted rights in such Content, Stem will not be responsible for, and will have no liability for, delays by such third in removing such Content. The expiration or termination of the License Period will not discharge either Stem or you from their respective obligations to pay any amounts owing hereunder to the other.

4. Identification You will submit the following information for each Content you upload to the Stem Service hereunder for each Permitted Territory: (a) The name or title of each Subject Recording and musical composition(s) embodied on the Subject Recording (“Composition(s)”) 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 Third Party Platform that may exploit such Content in each such Permitted Territory (each, a “Permitted Third Party Platform”); (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 You may enter and update this information and your account information via the Stem Service.

5. Payment of Net Revenue Stem will pay you in the aggregate a sum equal to One Hundred Percent (100%) of Net Revenue or pay any Claiming Party designated by you pursuant to paragraph 4 its Identified Share thereof. Net Revenue due to you is “all-in” and inclusive of all amounts payable to you and all Claiming Parties designated by you. “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, costs of collection, 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 actually received by 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 for distribution through the Stem Service, on a fully cross-collateralized basis across all Content uploaded by you through the Stem Service. 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. “Recoupable Expenses” means all non-overhead, unreimbursed third party costs and expenses 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. Recoupable Expenses will be recoupable from your share of Net Revenue or a Claiming Party’s Identified Share thereof. 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. 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.  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 paragraph 4 above, you represent and warrant that for each 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. 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 discretion, that they 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 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 Third Party Platforms 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. 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 to demand reimbursement of such excess from you or any Claiming Party (and you and such Claiming Party will immediately make such reimbursement) and 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.

6. 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 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 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.

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 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 claims. You own or control, and will continue to own and control throughout the License Period and Permitted Territory, 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 any licenses, releases, consents, approvals not granted herein or the requirement to make any payments of any nature to any third Person on your behalf (excluding solely the obligation to pay Net Revenue to you or any Claiming Party as described herein). (d) You have not granted and will not grant or attempt to grant to any Person, rights of any kind which are inconsistent with the grant of rights made to Stem hereunder or which would in any way conflict with or impair the rights granted to Stem hereunder. (e) 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 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. (f) To the extent that any Third Party Platform 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. (g) As between you and Stem, and other than as specifically set forth in paragraphs 4 and 5 of these Terms of Service, you will be responsible for any and all payments which may be required to be made to all artists, producers, musicians, performers, writers, Sample owners, rights holders and all other royalty participants as a result of the distribution of Content and ID Materials licensed to Stem hereunder. You warrant that all moral rights to the Content have been waived. (h) 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 content that has been created using artificial intelligence or similar technology without authorization from the applicable rights holder or fraudulent and/or illegal content.

8. 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 (“Stem Indemnitees”) from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable 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 Person that owns, controls, is controlled by, or is under common control with you, including, without limitation, any Person acquired by you, your successors or your licensors (each a “Licensor Party” collectively “Licensor Parties”) 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. 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 reasonable 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 defense and indemnification obligation will survive the end of the License Period and your use of the Stem Service.

9. 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. 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.

10. 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 Third Party Platform, 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.

11. Removal, Termination 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 License Period 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 Third Party Platform; or (ix) the issuance of an injunction enjoining you from performing any of your material obligations hereunder. You may: (i) remove, (ii) change the Permitted Territories for, or (iii) change the Permitted Third Party Platforms for, any Content at any time by submitting such removal or change to Stem through the Stem Service, and in the event such action is taken 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 made on a prospective basis; provided, that Stem will have the right to refuse to add any Permitted Territory for any Content if you indicate or Stem determines in its good faith discretion that you do not control one or more rights necessary for Stem to exploit such Content in such Permitted Territory.  All the actions described in the preceding two sentences 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 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.  Within seven (7) business days of its receipt of any notice or request for removal of any Content (or Permitted Territory or Permitted Third Party Platform therefor, as applicable) given in accordance with this paragraph, Stem will submit a request for the removal of such Content to the applicable Permitted Third Party Platform(s) for the applicable Permitted Territor(ies).   Stem will have no liability for the failure of a Third Party Platform to remove such Content including from any previously authorized Permitted Territory. 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 Cash Advance Addendum with Stem or a Distribution Agreement with Stem, without Stem’s approval of such change or removal in each instance. 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.

12. User Behavior 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 (a) take any action or (b) 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: • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or is Prohibited Content; • 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; • misrepresents the source, identity or content of information transmitted via the Stem Service; • 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; • 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; • 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; • 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; • collects, or attempts to collect, personal information about users without their consent or constitutes a solicitation of any users of the Stem Service; or • otherwise violates these Terms of Service or any policy posted on the Site. 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.

13. Compositions 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.  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 Permitted Third Party Platforms, 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.  If you agree by checking that box, then this section will set forth the terms under which you grant those rights to Stem. You agree that each Composition embodied in Content will be part of the Content hereunder. Currently Stem only accounts for royalties in connection with downloads on iTunes. In the event other music publishing monies are included in Gross Revenue, such amounts will not be accounted to you separately.

14. Musical Compositions — Payment Any amounts Stem receives from the exploitation of the rights granted under Section 13 will be accounted for as set forth in Section 5 above for the applicable Composition.  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. It will be 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.

15. 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 License Period and all of Stem’s obligations hereunder for the duration of such contingencies. No suspension imposed under this paragraph 15 will exceed six (6) months unless such contingency is industry-wide.

16. 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 (as defined in the Privacy Policy).  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.

17. 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 or the Privacy Policy, it will notify you by: (a) sending an email to the address associated with your account; or (b) 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. After notice of a modification to the Terms of Service or the Privacy Policy has been posted for thirty (30) days, the notice may be removed.  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 or Privacy Policy, as applicable.

18. Survival 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.

19. General If any of these Terms of Service are deemed invalid, void, or for any 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.  Headings are for reference purposes only.  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. 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 paragraph 19, 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 Person in respect of any matter that may give rise to a claim by such third Person hereunder, you consent to the jurisdiction of such court or forum over any such claim asserted by such third Person. 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.   Except as otherwise expressly provided in these Terms of Service, there will be no third-party beneficiaries to these Terms of Service.  These Terms of Service constitute the entire agreement between you and Stem and governs your use of the Site and Stem Service. 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. 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.

20. 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: October 4, 2024