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TERMS AND CONDITIONS:

THIS AGREEMENT (the “Agreement”) is made as of the date that Consumer (as defined below) opts-in to this Agreement (the “Effective Date”) through the website URL skylargreymusic.com/stems or such other website designated by Company (as defined below) that may now or hereafter link Consumer to access to the Audio Files (as defined below) (collectively, the “Website”), by and between SG Assets, LLC (“Company”), c/o Rothenberg, Mohr & Binder, LLP, 9595 Wilshire Boulevard, Suite 201, Beverly Hills, California 90212, Attn: Paul Rothenberg, Esq., on the one hand, and the party assenting to be bound by the terms hereof, as indicated by e-signature and/or clickthrough acceptance via the Website (“Consumer”), on the other hand. Company and Consumer hereby agree as follows:


1. Audio Files.  As used in this Agreement, “Audio Files” means any and all digital audio stems that Company elects in its sole discretion to make available to download via the Website.


2. Rights Granted.  Company hereby grants to Consumer the non-exclusive, limited right and license, throughout the world (the “Territory”), during the Term (as defined below) to: (a) access and download the Audio Files on a temporary basis; (b) reproduce and store on Consumer’s personal devices or storage clouds the Audio Files; (c) utilize and incorporate the Audio Files, in whole or in part, together with proprietary material owned and/or controlled by a third party or with original contributions of Consumer (collectively, “Outside Material”) solely to create derivative works (including so-called “remixes” and “mashups), the results of proceeds of which is hereinafter individually and collectively referred to as “Derivative Work”; and (d) subject to Consumer obtaining any and all clearances which are required in connection with the exploitation of any Outside Material, to use and otherwise exploit the Derivative Work solely on the social media applicable currently entitled “TikTok” in accordance with the terms and conditions contained herein. As used herein, “Term” means the period commencing on the Effective Date and continuing for as long as Company continues to provide access to the Audio Files via the Website.


3. Reservation of Rights.  Company expressly reserves all rights in and to the Audio Files not expressly granted herein to Consumer. Without limiting the generality of the above, except as otherwise set forth herein, in no event shall Consumer make any commercial exploitation of the Audio Files and/or any Derivative Work without the prior written consent of Company, which such consent may be withheld in Company’s sole discretion. Nothing herein shall be deemed to grant to Consumer any rights in or to Outside Material. 


4. Ownership.  Consumer acknowledges and agrees that it shall neither acquire nor have any right, title or interest in or to the Audio Files or any elements thereof (including copyrights), except for Consumer’s limited license set forth herein. Without limiting the generality of the foregoing, as between Company and Consumer, and solely in the context of and subject to the terms and conditions contained in this Agreement, Consumer shall retain ownership over any and all contributions to any so-called Derivative Work. Consumer acknowledges and agrees that Consumer has not contributed or will not contribute to the authorship of the musical composition(s) embodied in the Stems and/or any Derivative Work. Accordingly, Consumer warrants, represents, covenants and agrees that Consumer shall not assert any claims of ownership in or to the any such musical composition(s), and shall not have the right to claim or receive any income derived from any exploitations of any such musical composition(s).


5. Takedown Rights.  Company shall have the right to require Consumer to take down any and all Derivative Works being commercially exploited by or with the authorization of Consumer. If Company elects to exercise such right, Consumer shall use best efforts to remove and/or take down any such Derivative Work being commercially exploited.


6. Representations and Warranties; Indemnification.  Neither party hereto makes any representations or warranties herein. Consumer agrees to defend, indemnify and hold harmless Company, its subsidiaries, affiliates, successors, licensees, agents, attorneys and assigns, and the officers, directors, shareholders, contractors, members and employees of the foregoing (the “Company Parties”) from and against any and all liability, claims, demands, loss and damage (including attorneys’ fees and legal costs) brought by third parties and arising out of or connected with or resulting from (a) Consumer’s use of the Website and/or Audio Files, (b) any breach or alleged breach by Consumer of this Agreement, and (c) any exploitation by Consumer of any Outside Material. 


7. Miscellaneous.  This Agreement constitutes the entire agreement between Company and Consumer, and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument signed by both parties hereto. Should any provision of this Agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. The waiver of any provision or default hereunder shall not alter or affect the waiving party’s right or ability thereafter to enforce the applicable right or provision or any other right or provision hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any claim, dispute or disagreement arising out of, connected with or in respect of this Agreement may be brought only in the courts of the County of Los Angeles, State of California or the federal courts within the County of Los Angeles, State of California, which courts shall have exclusive jurisdiction thereof, and each party hereby waives any claim that such courts do not have jurisdiction or are an inconvenient forum.