LIBRARY X MUSIC INC. DBA TUNEY Terms of Use PLEASE READ THESE TERMS OF USE CAREFULLY. If you disagree with any part of these Terms of Use, please refrain from using our Site. We may update these Terms of Use from time to time and may condition your continued use of our Site on your agreeing to those revised terms. The terms “Tuney”, “us”, “our” or “we” refers to Library X Music Inc. dba Tuney, the owner of this Site. The term “you” refers to you, as a User of our Site. By continuing to browse or use this website or any mobile application or services made available through (collectively, the “Site”), you are agreeing to comply with and be bound by the following terms and conditions of use (the “Terms of Use” or “Terms”), which, together with our Privacy Policy, govern Tuney’s relationship with you in relation to the Site. 1. The Site 1.1 Eligibility. To access or use the Site and to set up a User Account, you must be 16 years or older and have the power and authority to enter into these Terms. If you are 16 or older, but under the age of 18, or the legal age of majority where you reside if that jurisdiction has an older age of majority, then you agree to review these terms with your parent or guardian to make sure that both you and your parent or guardian understand and agree to these Terms. You agree to have your parent or guardian review and accept these terms on your behalf. If you are a parent or guardian agreeing to these Terms for the benefit of a child over 16, then you agree to and accept full responsibility for that child’s use the Site, including all financial charges and legal liability that they may incur. 1.2 Permission to Use the Site. We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk. 1.3 Site Availability. The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. 2. General Terms 2.1 Privacy Policy. We care about your privacy. You can read our Privacy Policy here. Our Privacy Policy is a part of these Terms of Use and incorporated herein by reference. 2.2 User Account. To access and benefit from the features of the Site, you must first register and create an account with Tuney (“User Account”). Please keep your log-in credentials confidential and do not allow access to third parties. You are solely and fully responsible for all activities that occur under your User Account (including any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities. Any dispute on User Account ownership shall be finally resolved by Tuney in its sole discretion. 2.3 Responsibility for Your User Information. You are required to provide certain information about yourself in order to set up a User Account and access the features that are offered through the Site. We ask that you provide complete and accurate information. You may not impersonate someone else (e.g., adopt the identity of a celebrity or a friend), subscribe to emails for anyone other than yourself or provide an email address other than your own. 2.4 Your Information Is Accurate. You represent and warrant to us that any information you provide to Tuney, including any contact information, is accurate and that you will keep it accurate and up to date. If you do not wish to input certain information due to personal concerns, then please omit this information when you use the Site or subscribe to our newsletters. 2.5 Communications from Tuney. By providing your information and/or subscribing to our newsletters, you agree to receive communications we send in connection with the Site. For example, you may receive occasional updates about special promotions and events. Such communications may be sent by email. You can unsubscribe from receiving communications from Tuney by clicking “unsubscribe” at bottom of any Tuney newsletter, or by emailing [email protected] We reserve the right to communicate with you about any important administrative issues relating to the Site, your account or your subscription (including technical, security-related, privacy and functional issues). 2.6 Mobile Phone Use. You are responsible for all fees charged by third parties to access and use the Site (e.g., charges by telephone service providers (“Carrier”), etc.). Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any Carrier service plan you use in connection with your use of the Site (such as data, SMS, MMS, roaming, and other applicable fees charged by the Carrier). 3. Service Fees 3.1 General. To access and benefit from certain features of the Site, including to download audio stems and to obtain a license to use and distribute any audio stems you download or any audio mixes or tracks you generate and/or download , you may be required to pay a fee or other amounts as determined by Tuney in its sole discretion (“Service Fees”). Tuney reserves the right to change its Service Fees at any time. 3.2 Payment Information. All Service Fees will be deemed to be in U.S. Dollars, no matter where you reside, except as specifically stated otherwise by Tuney. You may pay Service Fees using any of the methods presented to you during checkout. Your name, address and postal code must match the name, address and postal code associated with your payment method. You represent and warrant that you are the holder and authorized user of the applicable payment method. As part of registering or submitting information to pay for products or services, you authorize Tuney (either directly or through its affiliates, subsidiaries or third parties) to request and collect payment for Tuney’s designated payment method, including all applicable taxes. 3.3 Stripe. Tuney uses the third-party payment platform, Stripe, the Stripe API, and in conjunction, your Stripe account (collectively the “Stripe Services”) to process credit and debit card transactions. To set up an account with Stripe, you may be required to register with Stripe and agree to be bound by Stripe’s terms. You understand that Tuney uses the Stripe API, which is subject to change at any time. You agree not to hold Tuney liable for any adverse effect that actions (whether intentional or unintentional) on the part of Stripe may cause to your Stripe account, your User Account, or your business. By agreeing to Tuney’s Terms of Use, you agree that you are responsible for all transactions (one-time, recurring and refunds) processed through Stripe. You agree that Tuney shall not be liable for any issues regarding financial and monetary transactions between you and any other party, including Stripe. This includes any transactions that were not processed due to a network communication error, or any other reason. If you process a transaction on the Site, it is your responsibility to verify that the transaction was successfully processed. You must not enter the details or otherwise use any stolen credit and/or debit cards or unauthorized credit and/or debit cards through Stripe. 3.4 Invoicing. If you make a request for a license via the license request feature on the Site, Tuney will invoice you directly and process payment as per the terms of the invoice. 3.5 Subscriptions. If you purchase a subscription-based product or service, you authorize us to charge your credit card or debit your account the then-current renewal rate, plus any applicable taxes we are required to collect, at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will thereafter not be able to benefit from the subscription-based product or service. We do not provide refunds or credits for any partial subscription periods. 3.6 Rejection of Payment; No Refunds. If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Service Fees on your User Account, this will be considered a breach of your payment obligations hereunder, and your use of the Site may be automatically disabled or terminated with or without notice to you. Please note that Service Fees are NON-REFUNDABLE. 4. Content 4.1 General. “Content” means text, images, photos, audio, video, location data, and all other forms of data or communication. “Tuney Content” means the audio stems made available for play and download, and any audio mix or track made available to you by Tuney or created and/or downloaded by you. “Site Content” means all of the Content that is made available in connection with the Site, including Tuney Content. 4.2 Site Content. We own the Site Content, including but not limited to all visual interfaces, interactive features, graphics, design, computer code, products, software, and all other elements and components of the Site. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, alter, scrape, copy, duplicate, reproduce, distribute, publish, create derivative works or adaptations of, publicly display or in any way exploit any of the Site Content in whole or in part except as expressly authorized by us. 4.3 Tuney Audio Content. We retain any and all intellectual property rights under applicable law in and to the Tuney Audio Content. Unless otherwise specified by Tuney, your use of the Tuney Audio Content will be subject to Tuney’s standard license terms, found here. If you have requested a license via our license request form, your use of the Tuney Audio Content will be subject to the terms of the customized license agreement(s) Tuney will issue to you. 4.4 Trademarks. “Tuney” and all other names, phrases, logos, and icons identifying Tuney and its programs, products, and services, whether or not appearing in large print or with an accompanying symbol, are proprietary trademarks of Tuney and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. Other product and company names mentioned on the Site may be the trademarks and/or service marks of their respective owners. Any use of such marks without the express written permission of Tuney is strictly prohibited, and nothing stated or implied on the Site confers on you any license or right under any trademark of Tuney or any third party. 5. Usage 5.1 Prohibited Activities. You agree not to, and will not assist, encourage, or enable others to: (a) violate these Terms of Use; (b) reverse engineer any portion of the Site; (c) attempt to gain unauthorized access to the Site, User Accounts, computer systems or networks connected to the Site through hacking, password mining or any other means; (d) use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; (e) use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or (f) remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site. 5.2 Termination of Use; Discontinuation and Modification of the Service. We may suspend or terminate your access to the Site at any time, with or without notice, if you violate any of these Terms, as determined in our sole discretion. We also reserve the right to modify or discontinue the Site at any time (including, without limitation, by limiting or discontinuing certain features of the Site) without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site. 6. Feedback By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, and (iii) we may have something similar to the Feedback already under consideration or in development or may adopt a solution or action sometime in the future that is similar to your Feedback. 7. Third Parties 7.1 Linked Sites. The Site may include links or access to other web sites or services (“Linked Sites”) solely as a convenience to users. Tuney does not endorse any such Linked Sites or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Tuney makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK. 8. Warranty Disclaimer 8.1 No Warranty. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. TUNEY MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, TUNEY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES. 8.2 Third Parties. TUNEY IS NOT AN AGENT OF ANY THIRD-PARTY PROVIDER. TUNEY MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, INCLUDING OUR INFORMATION SHARING PARTNERS OR ANY BUSINESSES OR ADVERTISER LISTED ON THE SITE. ACCORDINGLY, TUNEY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OR OMISSIONS OF SUCH THIRD PARTIES, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR IDENTITY OR PERSONAL INFORMATION. 8.3 Disclaimer of Warranties. TUNEY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF TUNEY SHALL CREATE A REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, TUNEY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. 8.4 Remedy. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE. 8.5 Disclaimer. TUNEY DISCLAIMS LIABILITY FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS, (III) BUSINESS INTERRUPTION, (IV) REPUTATIONAL HARM, OR (V) LOSS OF INFORMATION OR DATA. 9. Limitation of Liability 9.1 No Liability. Neither Tuney nor any of its officers, directors, employees, partners, agents, affiliates or licensors shall be liable to you or any other person for any damages whatsoever, including any direct, indirect, incidental, special or consequential damages arising out of or relating to your use of our Site or Content. If applicable law does not permit exclusion of all damages, then your direct damages arising out of or relating to your use of our Site or Content shall be limited to $100. 9.2 Enforceability. If any of the foregoing limits are not enforceable under applicable law, then they shall be construed to provide such limits to the fullest extent permitted by applicable law. 10. Indemnification You agree to indemnify us and our officers, directors, employees, partners, agents, affiliates and licensors from all liabilities, claims, and expenses, including attorneys’ fees (“Claims”), that arise from your breach of these Terms or your use or misuse of our Site or Site Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which event you will cooperate with us in asserting any available defenses. 11. Disputes 11.1 Governing Law. You agree that these Terms or any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law and equitable claims) between you and Tuney arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms, the Site, Tuney advertising or any related transaction shall, to the maximum extent permitted by applicable law, be governed by the laws of the New York, without regard to its conflicts of laws rules. Subject to Section 11.2, the state and federal courts in New York shall have exclusive jurisdiction over any Claim (as defined below). 11.2 Binding Arbitration – Class Action Waiver. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) between you and Tuney, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, “Tuney”) arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to these Terms), the Site, Tuney’s advertising or any related transaction (a “Claim”) shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association, in accordance with the Consumer Arbitration rules then in effect, or any other established alternative dispute resolution provider mutually agreed upon by you and Tuney. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will be limited solely to the dispute between you and Tuney. Neither you nor Tuney shall be entitled to join or consolidate Claims by or against other users or arbitrate any Claim as a representative or class action or in a private Attorney General capacity. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator shall be final and binding on you and Tuney and may be entered as a judgment in any court of competent jurisdiction. You and Tuney shall pay your and its own costs and attorneys' fees. However, if you or Tuney prevails on a statutory Claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Arbitration shall take place in New York County, New York. 11.3 Limitations of Actions. Any Claim must be brought within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such Claim shall be forever barred. 12. Miscellaneous 12.1 Modification of Terms. These terms may be modified by Tuney from time to time in its sole discretion. 12.2 Continuity of Site. We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability. 12.3 Entire Agreement. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. 12.4 Waiver. Any failure on Tuney’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 12.5 Severability of Terms. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. 12.6 Assignment. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Tuney’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. 12.7 Headings. The section titles in the Terms are for convenience only and have no legal or contractual effect. 12.8 Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please contact us using the information we’ve provided below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445–1254 or (800) 952–5210. 12.9 Notices. Except as explicitly stated otherwise, legal notices will be served, with respect to Tuney, and, with respect to you, to the email address you provide to Tuney during the signup process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing. Notices to Tuney concerning these Terms should be sent to: Tuney dba Library X Music Inc. 1960 Milan Avenue Los Angeles, CA 91030 Attn: Antony Demekhin 12.10 Last Update. This Terms of Use document was last modified on December 1, 2020. Effective date: December 1, 2020.