Xposure Music Terms of Service

Last Updated: 02/08/2023

Welcome, and thank you for your interest in Xposure Technology Inc. (“Xposure Music,” “we,” or “us”) and our website at www.xposuremusic.com, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Xposure Music regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CHECKING THE BOX TO OPT-IN TO THESE TERMS OF SERVICE OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING XPOSURE MUSIC’S PRIVACY POLICY https://www.xposuremusic.com/legal/privacy-policy ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND XPOSURE MUSIC’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY XPOSURE MUSIC AND BY YOU TO BE BOUND BY THESE TERMS. 

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND XPOSURE MUSIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 19.)

1. Xposure Music Service Overview. The Services include a platform where music industry professionals (the “Music Pros”) can provide their advice and perspective to review a song by an aspiring musical artist (“Artist”) and provide feedback to increase the likelihood of the Artist’s success. Your use of the Service will be in the capacity of a Music Pro or an Artist.

1.1Artist Experience. If you are an Artist, the Service willallow you to browse through an array of Music Pros listed forselection and solicitation of feedback on a single track in written,audio, live video call or recorded video feedback from a Music Pro (a“Music Pro Request”). Fees for the Music ProRequest depend on the selected form of feedback. Xposure Music may,in its sole discretion, limit the number of tracks that you send to aMusic Pro for review, as well as the number of direct messages thatyou send to a Music Pro. In addition, Artists may submit their UserContent to Music Pros who have offered potential features infestivals, features or creation of music videos, collaboration withestablished artists featuring in playlists, brand placements, andother opportunities as available from time to time as furtherdescribed here: (https://info.xposuremusic.com/opportunities)(“Opportunities”). Upon registration as an Artist,you hereby grant Xposure Music a non-exclusive, worldwide,fully-paid, irrevocable, royalty-free right and license to displayyour name, nickname, initials, autograph, facsimile signature,photograph, likeness, and/or endorsement (“Likeness”)in connection with the advertisement, promotion, and sale of theService. You further agree to waive, and do waive, any legal orequitable right or remedy you have or may have against Xposure Musicwith respect to its use of your Likeness, and you hereby releaseXposure Music from all claims, demands and liabilities related to theforegoing and in connection with Music Pro Requests, Music ProFeedback, and the outcome of any Opportunities.

1.2. Live Video Calls. If you select a live video call for your Music Pro Request, you may schedule a call with the Music Pro based on his/her calendar availability. All live video calls will be scheduled within 21 days of your live video call Music Pro Request. 

1.3. Free Music Pro Request. Artists may submit a Music Pro Request to be conducted on a no-charge basis (“Free Music Pro Request”). By submitting a Free Music Pro Request, you agree that there is no obligation to provide you with Music Pro Feedback or other feedback to the applicable User Content.

1.4. Opportunities. Opportunities are hosted by Music Pros and are determined on the basis of talent, experience, and skill and are not up to chance. You acknowledge and agree that Xposure Music: (a) merely facilities the Opportunities; (b) cannot guarantee your submission will be selected by a Music Pro; and (c) bears no responsibility or liability for the Music Pros’ selection. 

1.4.1. Opportunity Eligibility. In order to be eligible to submit User Content in connection with an Opportunity: (a) you must be able to demonstrate that you are at least 18 years old (or 21 years old if you live or are in Montana) and otherwise comply the eligibility rules for the specific Opportunity listed in the Opportunity’s official rules; (b) you shall not have submitted User Content in connection with such Opportunity unless otherwise permitted by the Opportunity rules; (c) your submissions must be submitted to the relevant Opportunity as more specifically displayed on https://info.xposuremusic.com/opportunities prior to the submission deadline date as noted next to each Opportunity; and (d) your submission of User Content for the Opportunity must comply with the Opportunity’s official rules. Any submission that, in Xposure Music’s discretion, does not comply with such requirements may be excluded in Xposure Music’s sole discretion.

1.4.2. Conditions. Xposure Music reserves the right to determine, in its sole discretion, if you are eligible to participate in an Opportunity and may modify or change the eligibility requirements set forth in Section 1.4.1 from time to time, effective upon Xposure Music’s posting of updated official rules to the Opportunity website. Xposure Music reserves the right to exclude, in its sole and absolute discretion, any individual from any of the Opportunities any reason or for no reason at all. Xposure Music also reserves the right to change the Opportunity rules or otherwise cancel, terminate or suspend any portion of an Opportunity at any time and for any reason.

1.5. Music Pro Experience. If you are a Music Pro, you mustapply for consideration as a Music Pro and be approved by XposureMusic before creating an account. You represent and warrant that allinformation provided to Xposure Music for consideration is true,accurate, and complete to your knowledge. Once approved by XposureMusic to register as a Music Pro, you acknowledge and agree that youare registering for an account as an individual and not as youremployer, agency, label, studio, company, or as any other legalentity. Upon approval to register as a Music Pro, you hereby grantXposure Music a non-exclusive, worldwide, fully-paid, irrevocable,royalty-free right and license to display your Likeness in connectionwith the advertisement, promotion, and sale of the Service. Youfurther agree to waive, and do waive, any legal or equitable right orremedy you have or may have against Xposure Music with respect to itsuse of your Likeness, and you hereby release Xposure Music from allclaims, demands and liabilities related to the foregoing and inconnection with Music Pro Feedback and the outcome of anyOpportunities.

2. Eligibility. You must be at least 13-years old to use the Service (and, if participating in an Opportunity, of the requisite age set forth in Section 1.4.1). By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13-years old (and, if participating in an Opportunity, of the requisite age set forth in Section 1.4.1); (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.  

3. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at hello@xposuremusic.com. 

4. Artist General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for herein.

4.1. Price. Xposure Music reserves the right to determine pricing for the Service (if any). Music Pros will determine the fees for particular Music Pro Requests, except for Free Music Pro Requests. Xposure Music will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information related to Music Pro Requests. Xposure Music may change the fees for any feature of the Service, including additional fees or charges, if Xposure Music gives you advance notice of changes before they apply. Xposure Music, at its sole discretion, may make promotional offers with different features and different pricing to any of Xposure Music’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. 

4.2. Authorization. You authorize Xposure Music or its third-party payment processors to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Xposure Music, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Xposure Music or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You must provide the third-party payment provider with valid payment information. You acknowledge and agree that Xposure Music does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return, cancel, or exchange a Music Pro Request and no refunds will be issued.

4.3. Payment. Xposure Music will charge you fees for the Services as follows:

4.3.1. For live video calls, we will charge you the full fee for the Music Pro Request at the time of the live video call Music Pro Request whether or not you attend the live video call, or if you fail to cancel the call prior to 24 hours of the scheduled live video call. If the Music Pro does not show up for the live video call, we will refund your prepaid fee. You may cancel your live video call Music Pro Request and request a refund of fees paid for such live video call Music Pro Request if you cancel at least 24 hours before the scheduled time or if a time has not been scheduled yet.

4.3.2. Fees are due for all other Music Pro Requests when you make a Music Pro Request that is not a live video call. We will refund your prepaid fee if you do not receive Music Pro Feedback within 7 days of your non-live-video-call Music Pro Request.

4.4. Delinquent Accounts. Xposure Music may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. 

5. Music Pro Payment Terms. Other than with respect to a Music Pro Request to which the Music Pro does not provide Music Pro Feedback within 7 days of receipt of such Music Pro Request on Music Pro’s portal on the Service (or 21 days for live video calls Music Pro Feedback), or for and subject to these Terms, we will pay you as a Music Pro 75% of the fee, and we will retain 25% of the fee (in addition to a 5% transaction fee) for the Music Pro Request actually received by Xposure Music for a given Music Pro Request (the “Music Pro Payment”) that you fulfill to an Artist’s Music Pro Request that you accepted through the Service. Xposure Music’s obligation to pay Music Pro the Music Pro Payment is subject to Music Pro’s compliance with these Terms, including delivering Music Pro Feedback to any Music Pro Request within 7 days of receipt of such Music Pro Request on Music Pro’s portal on the Service (or 21 days for live video calls Music Pro Feedback), and Music Pro’s registration with Xposure Music’s third party payment processor. Xposure Music will pay you for any completed Music Pro Requests in accordance with this Section 5 every two weeks or any other commercially reasonable frequency.

5.1. Representations and Warranties. You represent and warrant that: (a) Music Pro Feedback is not, and is not intended to be, covered by any guild, union, collective bargaining, management, agency, or similar agreement and there will be no residual or any other type of payment due from Xposure Music to you, to any third party, guild, union, management, or agent, or pursuant to any collective bargaining agreement, in connection with any Music Pro Feedback, payment from us to you, or our Service; (b) Xposure Music is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Services; and (c) Xposure Music is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.

5.2. Payment. You agree to register, create an account with, and agree to the terms of the third-party payment provider selected by Xposure Music, which Xposure Music may change in its sole discretion. You will provide the payment provider any information required in order to receive payments via the payment provider (e.g., information about the bank account that you own at a regulated financial institution). Any payments due to you from Xposure Music will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Xposure Music will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that Xposure Music does not operate, own, or control the payment provider, and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. You acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. In the event Xposure Music incurs any costs related to a chargeback, Xposure Music may offset such amounts from the Music Pro Payment. Notwithstanding anything to the contrary contained in these Terms, if Xposure Music, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Services, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.

6. Licenses

6.1. Limited License. Subject to your complete and ongoing compliance with these Terms, Xposure Music grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service. 

6.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including, but not limited to, any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

6.3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service or your general thoughts on the Service and experience using the Service (“Feedback”), then you hereby grant Xposure Music an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us, but we may do so.

7. Ownership; Proprietary Rights. The Service is owned and operated by Xposure Music. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Xposure Music (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Xposure Music or its third-party licensors. Except as expressly authorized by Xposure Music, you may not make use of the Materials. There are no implied licenses in these Terms and Xposure Music reserves all rights to the Materials not granted expressly in these Terms.

8. Third-Party Terms 

8.1. Third-Party Services and Linked Websites. Xposure Music may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on a third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons) or otherwise access to links or additional third-party service offerings made available by Xposure Music to you (collectively, the “Third-Party Services”). By using a Third-Party Service, you hereby authorize Xposure Music to transfer required information to the applicable provider of such Third-Party Services. You acknowledge and agree that such Third-Party Services are not controlled, monitored or endorsed by Xposure Music, and, to the fullest extent permitted by law, Xposure Music is not responsible for the Third-Party Services or any Third-Party Services’ use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Xposure Music’s control, and Xposure Music is not responsible for their content.  Third-Party Services may have their own terms of use, privacy policies, and other applicable policies (“Third-Party Policies”) and your use of a Third-Party Service may be subject to such Third-Party Policies. Please be sure to review the Third-Party Policies of any Third-Party Services before you access or share any User Content or information with such Third-Party Services. Once sharing occurs, Xposure Music will have no control over the information that has been shared.

8.2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8.3. Releases. You hereby release and forever discharge Xposure Music from, and hereby waive and relinquish each and every past, present and future claims, demands and liabilities that has arisen or arises directly or indirectly out of, or relates directly or indirectly to your use of the Third-Party Services and Third-Party Components.

9. User Content

9.1. User Content Generally. Certain features of the Service may permit both Music Pros and Artists to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, ratings (including Artists’ ratings about the quality of Music Pro Feedback provided by a Music Pro, and Music Pros’ ratings about an Artist), photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works, including links containing any of the foregoing (“User Content”). Music Pro Requests and Music Pro Feedback are acknowledged and agreed to be User Content. Except as otherwise set forth in Section 9.2 and Section 9.3, you retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

9.2. Limited License Grant to Xposure Music. By Posting User Content to or via the Service, you grant Xposure Music a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Xposure Music’s exercise of the license set forth in this Section. Users may delete User Content Posted, however it may take up to 3 weeks to delete such User Content or a user’s account from public-facing aspects of the Service and Xposure Music may retain copies of such User Content on its backup servers.

9.3. Artist Limited License Grant to Music Pros. As an Artist, by Posting User Content to or via the Service and making it available to a Music Pro in connection with the Music Pro Request, you grant those users a non-exclusive license to access and use that User Content solely as permitted by these Terms and the functionality of the Service solely for the purpose of providing Music Pro Feedback. 

9.4. Rights to Music Pro Feedback. If you are a Music Pro, you acknowledge and agree that any feedback, guidance, ideas, input, recommendations, suggestions, thoughts, or other materials you may provide in response to an Artist’s User Content (“Music Pro Feedback”) will be owned by the Artist. Accordingly, except with respect to Music Pro Pre-Existing Content, you hereby irrevocably assign (and agree to assign) all of your right, title, and interest in and to any Music Pro Feedback that you create under these Terms or in connection with the Music Pro Request. The foregoing assignment includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights”, “artist’s rights”, “droit moral”, or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, you hereby expressly and forever waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. You agree to assist Xposure Music or its designee in every proper way to effectuate the foregoing assignment. If Xposure Music is unable, because of your unavailability, incapacity, unwillingness, or for any other reason, to secure your signature with respect to the Music Pro Feedback to apply for or pursue any application for copyright registrations for the Music Pro Feedback, then you hereby irrevocably designate Xposure Music and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the copyright registrations with the same legal force and effect as if executed by you. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable. Notwithstanding the foregoing, Music Pro Feedback will not include any intellectual property rights existing before the Music Pro Request or that is otherwise independently owned or controlled by the Music Pro or its licensors separate from the Music Pro Request and Music Pro Feedback (“Music Pro Pre-Existing Content”). Music Pro hereby grants to the Artist receiving given Music Pro Feedback an irrevocable, perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide, and royalty-free right and license to use and publicly display the Music Pro Pre-Existing Content contained or otherwise embodied in such Music Pro Feedback solely to the extent combined with such Music Pro Feedback and not independent thereof. Artist acknowledges that it may not have the necessary rights to publicly display such Music Pro-Pre-Existing Content despite the license grant in this Section 9.4. Music Pro acknowledges that it has no rights to the Music Pro Feedback or User Content of an Artist by implication or otherwise by engagement in the Music Pro Request and that an Artist may publicly display such Music Pro Feedback in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

9.5. Specific Rules for Photographs and Images. If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including, by way of example and not limitation, the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.

9.6. Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to Xposure Music. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with Xposure Music. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Xposure Music the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you have to your record label, including if you create any new recordings through the Service that may be claimed by your label. Finally, if you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of that musical work to the Service.

9.7. You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content, including in all ambient music and underlying musical works embodied in any sound recording. Xposure Music disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

• a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Xposure Music and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Xposure Music, the Service, and these Terms;
• b. your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (a) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) cause Xposure Music to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
• c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

9.8. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Xposure Music may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Xposure Music with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Xposure Music does not permit infringing activities on the Service.

9.9. Monitoring Content. Xposure Music does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Xposure Music reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Xposure Music chooses to monitor the content, then Xposure Music still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Xposure Music may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service. 

10. Communications

10.1. Text Messaging. You agree that Xposure Music and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, messages regarding your transactions conducted on the Service (e.g., Music Pro Requests), as well as marketing messages. Text messages may be sent using an automatic telephone dialing system, or through a third party messaging program, such as Twilio. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. Carriers are not liable for delayed or undelivered messages. Message frequency varies. If you have any questions about your text or data plan, it is best to contact your wireless provider. If you are experiencing issues with the messaging program you can get help directly at hello@Xposuremusic.com. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM XPOSURE MUSIC, YOU CAN EMAIL HELLO@XPOSUREMUSIC.COM OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service. 

10.2. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

10.3. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

11. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:  

11.1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

11.2. harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

11.3. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

11.4. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Xposure Music;

11.5. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

11.6. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

11.7. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identify, or accessing any other Service account without permission;

11.8. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7) or any right or ability to view, access, or use any Materials; or

11.9. attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.

12. Additional Rules for the Service

12.1. Artist Rules. In addition to the other obligations in these Terms, if you are an Artist you agree that you: (a) cannot negotiate or accept a transaction related to a Music Pro Request outside of Xposure Music; (b) must pay the amount agreed upon for the Music Pro Request and failure to pay any amounts due (including by cancelling your credit card, requesting a chargeback or through any other means) may allow us to suspend your account and notify all Music Pros involved in a Music Pro Request that your account and such Music Pro Requests are cancelled or suspended, in our discretion; (c) will collaborate with a Music Pro in connection with your Music Pro Request by such Music Pro by providing all information necessary for the Music Pro to fulfill the Music Pro Request, including answering the Music Pro’s questions in a timely manner; and (d) may not use the name (including any pseudonym), image, or likeness of any Music Pro or anyone involved in the Music Pro Request (such as an author, composer, performer or producer) in any way without the Music Pro’s or other user’s prior written permission. For the avoidance of doubt, nothing herein gives you any permission to assert or imply that you are, or that your use of the Music Pro Request is, connected with, or sponsored, endorsed, or granted official status by, us, any Music Pro or Artist that has produced an Music Pro Request, or anyone else.

12.2. Music Pro Rules. In addition to the other obligations in these Terms, if you are a Music Pro you agree that you: (a) must use your best efforts to provide the solicited feedback and fulfill a Music Pro Request in a professional and timely manner (but no later than 7 days from receipt of a Music Pro Request or 21 days for a live video call Music Pro Request); (b) agree to treat all User Content received and Music Pro Request materials as confidential information of an Artist; and (c) acknowledge an agree you are not an employee or representative of Xposure Music and will not present yourself as our employee, contractor, or agent. 

13. Intellectual Property Rights Protection

13.1 .Respect of Third Party Rights. Xposure Music respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

13.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

Xposure Technology Inc.
Attn: Legal Department (IP Notification)
1188 Sherbrooke St. W., Montreal, QC, H3A 1H6, Canada
Email: copyright@xposuremusic.com

13.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

• a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• b. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
• c. a description of the material that you claim is infringing and where it is located on the Service;
• d. your address, telephone number, and email address;
• e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
• f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by Xposure Music with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Xposure Music making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

13.4. Repeat Infringers. Xposure Music’s policy is to: (a) remove or disable access to material that Xposure Music believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Xposure Music will terminate the accounts of users that are determined by Xposure Music to be repeat infringers. Xposure Music reserves the right, however, to suspend or terminate accounts of users in our sole discretion.  

13.5. Counter Notification. If you receive a notification from Xposure Music that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Xposure Music with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Xposure Music’s Designated Agent through one of the methods identified in Section 11.2, and include substantially the following information:

• a. your physical or electronic signature;
• b. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• c. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• d. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Xposure Music may be found, and that you will accept service of process from the person who provided notification under Section 13.2 above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid Counter Notification under the Copyright Act.

13.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Xposure Music in response to a Notification of Claimed Infringement, then Xposure Music will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Xposure Music will replace the removed User Content or cease disabling access to it in 10 business days, and Xposure Music will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Xposure Music’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Xposure Music’s system or network.

13.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under Section 512 of the Copyright Act (17 U.S.C. § 512) (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Xposure Music relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Xposure Music reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

14. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. We will provide you email notice with a description of the changes and a link to the modified Terms. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 14, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 

15. Term, Termination, and Modification of the Service

15.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 15.2.

15.2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Xposure Music may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by using the contact feature on the Service or contacting customer service at hello@xposuremusic.com.

15.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Xposure Music any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 6.3, 7, 15.3, 16, 17, 18, 19, and 20 will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

15.4. Modification of the Service. Xposure Music reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Xposure Music will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

16. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Xposure Music, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Xposure Music Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party (including Third-Party Services providers and Third-Party Component providers). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. 

17. Disclaimers; No Warranties by Xposure Music

17.1. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. XPOSURE MUSIC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. XPOSURE MUSIC DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND XPOSURE MUSIC DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

17.2.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR XPOSURE MUSIC ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE XPOSURE MUSIC ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

17.3.THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 17 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Xposure Music does not disclaim any warranty or other right that Xposure Music is prohibited from disclaiming under applicable law.

18. Limitation of Liability

18.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE XPOSURE MUSIC ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY XPOSURE MUSIC ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

18.2. EXCEPT AS PROVIDED IN SECTIONS 19.5 AND 19.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE XPOSURE MUSIC ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO XPOSURE MUSIC FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM, AND (b) US$100.

18.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Dispute Resolution and Arbitration

19.1. Generally. In the interest of resolving disputes between you and Xposure Music in the most expedient and cost effective manner, and except as described in Section 19.2 and 19.3, you and Xposure Music agree that every dispute arising in connection with these Terms, the Service, and communications from us will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, the Service, or any communications to or from us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND XPOSURE MUSIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

19.2. Exceptions. Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

19.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 within 30 days after the date that you agree to these Terms by sending a letter to Xposure Technology Inc., Attention: Legal Department – Arbitration Opt-Out, 1188 Sherbrooke St. W., Montreal, QC, H3A 1H6, Canada that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Xposure Music receives your Opt-Out Notice, this Section 19 will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

19.4. Arbitrator. Any arbitration between you and Xposure Music will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Xposure Music. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

19.5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Xposure Music’s address for notice is: Xposure Technology Inc., 1188 Sherbrooke St. W., Montreal, QC, H3A 1H6, Canada. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Xposure Music may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Xposure Music must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Xposure Music in settlement of the dispute prior to the award, Xposure Music will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. 

19.6. Fees. If you commence arbitration in accordance with these Terms, Xposure Music will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the county and state of your billing address, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Xposure Music for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

19.7. No Class Actions. YOU AND XPOSURE MUSIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Xposure Music agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

19.8. Modifications to this Arbitration Provision. If Xposure Music makes any future change to this arbitration provision, other than a change to Xposure Music’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Xposure Music’s address for Notice of Arbitration, in which case your account with Xposure Music will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

19.9. Enforceability. If Section 19.7 or the entirety of this Section 19 is found to be unenforceable, or if Xposure Music receives an Opt-Out Notice from you, then the entirety of this Section 19 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.2 will govern any action arising out of or related to these Terms.

20. Miscellaneous

20.1. General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Xposure Music regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

20.2. Governing Law. These Terms are governed by the laws of Quebec, Canada without regard to conflict of law principles. We operate the Service from our offices in Quebec, Canada, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

20.3. Enforcement of these Terms by Artist. Artist and Music Pro acknowledge and agree that Xposure Music provides a marketplace for the Music Pro Request through the use of the Services. These Terms shall be considered an agreement as between Xposure Music, an Artist or Music Pro, as applicable, and the respective Music Pro and Artist in connection with a Music Pro Request. If you are a Music Pro, you agree that the applicable Artist has the right to take action under these Terms, including but not limited to the rights under Section 9.3, and will have the ability to enforce these Terms as a party. 

20.4. Privacy Policy. Please read the Xposure Music Privacy Policy https://www.xposuremusic.com/legal/privacy-policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Xposure Music Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

20.5. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

20.6. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

20.7. Contact Information. The Service is offered by Xposure Technology Inc., located at 1188 Sherbrooke St. W., Montreal, QC, H3A 1H6, Canada. You may contact us by sending correspondence to that address or by emailing us at hello@xposuremusic.com.

20.8. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

20.9. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

20.10. International Use. The Service is intended for visitors located within the United States and Canada. We make no representation that the Service is appropriate or available for use outside of the United States or Canada. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.