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Sourcelid

TERMS AND CONDITIONS

SOURCELID LLC

These Terms and Conditions (this "Agreement") govern your access to and use of the Sourcelid LLC ("Sourcelid," "the Company," "we," "us," "our") website, artist dashboard, and related account services (collectively, the "Platform" or "Services"). This Agreement applies to your account and your general use of the Platform.

If you use the Platform's music distribution features, your use of those features is additionally governed by Sourcelid's Distribution Agreement, presented to you separately at the time you submit a Recording for distribution. This Agreement and the Distribution Agreement are separate, complementary agreements: this Agreement governs your account and your general use of the Platform; the Distribution Agreement governs the commercial terms of the distribution services themselves (commission, term, rights granted, and payment). Where the Distribution Agreement expressly addresses a matter differently than this Agreement, the Distribution Agreement controls with respect to that matter.

The "Effective Date" of this Agreement is the date on which you electronically accept it pursuant to Section 11 (Electronic Acceptance), which occurs the first time you log into your account on the Platform. By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, and to comply with all applicable laws and regulations.

THIS AGREEMENT, ONCE ACCEPTED BY YOU, CREATES A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND SOURCELID, WHETHER YOU ARE ACTING INDIVIDUALLY OR AS THE AUTHORIZED REPRESENTATIVE OF AN ARTIST, BAND, GROUP, OR COMPANY, IN WHICH CASE "YOU" ALSO REFERS TO SUCH ARTIST, BAND, GROUP, OR COMPANY ON WHOSE BEHALF YOU ARE ACTING AND FOR WHICH YOU ARE AUTHORIZED TO ACT. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SERVICES.

1. ACCOUNTS AND REGISTRATION

You may need to register for an account to use all or part of the Platform. You agree to provide accurate, current, and complete information during registration and to keep that information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must promptly notify Sourcelid of any unauthorized use of your account or any other breach of security.

2. INCORPORATION BY REFERENCE

This Agreement incorporates by reference Sourcelid's Privacy Policy, Cookie Policy, and Copyright Policy, each available on the Platform. If any term contained in those policies conflicts with the terms of this Agreement, the terms of this Agreement will control.

3. CHANGES AND MODIFICATIONS

Sourcelid reserves the right to add to, delete, and/or modify all or part of this Agreement at any time, in its reasonable discretion. No modification will apply retroactively to any dispute arising before the date of such modification. You will be notified of any material modification the next time you access the Services. Your continued use of the Services after such notice will constitute your acceptance of the changes; if the changes are unacceptable to you, your sole remedy is to discontinue using the Services.

4. ACCEPTABLE USE

You agree not to use the Platform for any unlawful purpose, or in any manner that could harm or damage Sourcelid, its licensees, or a third party, or to commit fraud or deception. Without limitation, you agree not to: (a) post, transmit, or make available any virus, worm, or other harmful code; (b) interfere with or disrupt the operation of the Platform or the servers or networks used to make it available; (c) attempt to gain unauthorized access to any portion of the Platform, other accounts, or related systems; (d) harvest or collect information about other users of the Platform without their consent; (e) reverse engineer, decompile, or disassemble any portion of the Platform, except where such restriction is prohibited by applicable law; or (f) use any robot, spider, or other automated means to access or scrape the Platform without Sourcelid's prior written consent.

5. SOURCELID'S PROPRIETARY RIGHTS

Sourcelid and its suppliers own the Platform, which is protected by proprietary rights and applicable law. Our trade names, trademarks, service marks, and logos may not be used in connection with any product or service that is not ours, or in any manner likely to cause confusion, without our express prior written consent. Nothing in this Agreement grants you any right to use Sourcelid's trade names, trademarks, service marks, or logos beyond what is expressly authorized herein.

6. MONITORING AND SUSPENSION

Sourcelid has no obligation to monitor your use of the Platform, but may do so at its discretion. Sourcelid may suspend or terminate your access to the Platform, in its reasonable discretion, if it believes you have violated this Agreement, engaged in fraudulent or unlawful activity, or posed a risk to Sourcelid, its licensees, or other users. Suspension or termination of your Platform access does not, by itself, terminate any separate Distribution Agreement then in effect between you and Sourcelid; termination of the Distribution Agreement is governed by its own terms.

The Platform may provide access to information, products, services, or materials made available by third parties, including via links. Sourcelid neither controls nor endorses, and is not responsible for, any third-party materials, including their accuracy, legality, or safety. Your use of any third-party materials is at your own risk and subject to any additional terms applicable to them.

8. DISCLAIMER; NO WARRANTIES

Sourcelid may modify or discontinue aspects of the Platform without prior notice and without liability to you.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. SOURCELID DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL SOURCELID, ITS AFFILIATES, LICENSORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, EVEN IF FORESEEABLE. Liability arising specifically from the distribution of your Content is instead governed by the Limitation of Liability provision of the Distribution Agreement.

Applicable law may not permit the exclusion or limitation of liability for incidental or consequential damages, so the foregoing limitation may not fully apply to you.

10. DISPUTE RESOLUTION; ARBITRATION

Please read this section carefully, as it affects your rights. Except for claims that may be brought in small claims court, arbitration will be the exclusive means of resolving any dispute arising out of or relating to this Agreement, the Distribution Agreement, any other agreement incorporated by reference, or your use of the Services. This Section 10 is the master dispute-resolution provision for your entire relationship with Sourcelid, and the Distribution Agreement incorporates it by reference.

(a) Initiating Arbitration. A party seeking arbitration must first send the other party written notice of its intent ("Notice"). Notice to Sourcelid must be sent to: Sourcelid LLC — Legal, c/o EPGD Business Law (Registered Agent), 777 SW 190th St, Suite 510, Miami, FL 33135. If the parties do not resolve the matter within thirty (30) days of receipt of the Notice, either party may initiate arbitration before the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer-Related Disputes, as modified by this Agreement.

(b) Arbitration Procedure. The arbitration will be conducted in the English language, unless the parties expressly agree otherwise in writing. A single independent and impartial arbitrator will be appointed under the AAA Rules. The arbitration may be conducted by telephone, online, or based solely on written submissions, as elected by the party initiating it, and will not require personal appearances unless mutually agreed in writing.

(c) No Class Actions. YOU AND SOURCELID AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

(d) Governing Law for Arbitration. The arbitrator will apply the laws of the State of Florida in conducting the arbitration. The Federal Arbitration Act will govern the interpretation, performance, and procedure of this arbitration clause.

(e) Non-Monetary Claims; Time Limit. Any claim relating to this Agreement, the Distribution Agreement, or your use of the Services must be brought within one (1) year after the facts giving rise to it first arose, after which it will be permanently barred, unless applicable law expressly provides otherwise.

11. ELECTRONIC ACCEPTANCE

This Agreement is accepted electronically and does not require a handwritten signature. Your acceptance occurs by checking the corresponding confirmation box presented the first time you log into your account on the Platform ("I confirm that I have carefully read the Sourcelid Terms and Conditions, understand the rights and obligations described therein, and agree to be bound by them") and proceeding into your account. That action constitutes your electronic signature and your binding consent to this Agreement.

Sourcelid will record and retain, as part of your account file: (i) the acceptance checkbox status; (ii) the date and time (timestamp) of acceptance; (iii) the IP address from which acceptance was recorded; and (iv) the numbered version of this Agreement that was accepted. Sourcelid will make available to you, in your account dashboard, a copy of the version of this Agreement you accepted.

This Section, and the validity of your electronic acceptance, is governed by and benefits from the U.S. Electronic Signatures in Global and National Commerce Act (the "E-SIGN Act," 15 U.S.C. § 7001 et seq.) and, to the extent you are domiciled in Puerto Rico, additionally by Puerto Rico's Electronic Transactions Act (Act No. 148-2006), both of which recognize the full legal validity of electronically formed signatures and contracts.

Language: the English version of this Agreement is the official and controlling version. Any translation is provided for convenience only, and in the event of any discrepancy, the English version will control, unless Sourcelid expressly agrees otherwise with respect to a specific account.

12. DEFINITIONS

(a) "Platform" or "Services" means the Sourcelid website, artist dashboard, and related account services made available to you, excluding the distribution-specific services governed by the Distribution Agreement.

(b) "Member" means an individual or entity that has registered for and holds an account on the Platform.

13. GENERAL PROVISIONS

(a) Relationship of the Parties. The parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture, nor any fiduciary duty of Sourcelid toward you.

(b) Waiver; Severability. A waiver of any term of this Agreement will not be construed as a waiver of that term going forward. If a court of competent jurisdiction determines that any provision is unenforceable, that determination will not affect the remaining provisions, and the unenforceable provision will be replaced with one that fulfills the commercial intent of the parties.

(c) Binding Effect. This Agreement binds the parties' assigns, successors, and representatives.

(d) Notices. Any notice under this Agreement will be given in writing and will be deemed delivered on the date sent, by email to the addresses on file, or by any other reasonable method, including notice through the Platform.

(e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida applicable to agreements entered into and performed entirely within that State, without giving effect to its conflict-of-laws principles. Any dispute will be resolved pursuant to Section 10 (Dispute Resolution; Arbitration) of this Agreement.

(f) Cumulative Rights. The parties' rights and remedies under this Agreement are cumulative and in addition to any other right or remedy available at law or in equity.

(g) Headings. Section headings are for convenience only and do not affect the interpretation of this Agreement.

(h) No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their authorized successors.

(i) Assignment. Sourcelid may assign its rights and obligations under this Agreement at any time. You may not assign your rights or obligations without Sourcelid's prior written consent.

(j) Entire Agreement. This Agreement, together with the Privacy Policy, Cookie Policy, and Copyright Policy, contains the entire agreement between the parties with respect to your account and general use of the Platform, and supersedes any prior agreement relating to that subject matter. This Agreement does not govern the commercial terms of Sourcelid's distribution services, which are addressed exclusively in the separate Distribution Agreement.

Document version: 1.0