Terms of Use and Membership Agreement

Song Club Terms of Use and Membership Agreement

SongFancy (“Company”, “we”, “us”, or “our”) welcomes you to Song Club, its online community for songwriters.

This Terms of Use and Membership Agreement (the “Agreement”) describes the terms and conditions applicable to your access and use of our websites, including www.songfancy.com and www.mysongclub.com (“Website” or “Websites”). You accept this Agreement by using the Website or accessing any content available through the Website (collectively, the “Content”). We may revise this Agreement at any time by posting the revised Terms of Use and Membership Agreement on the Website. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. You can always find the latest Terms of Use at www.mysongclub.com and are advised to periodically check it for updates.

Song Club is an online membership community for songwriters to collaborate, share songs, and keep writing. By accessing the Website, registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website (collectively with the Website, the “Services”), clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access the Website or use the Services.

1. Registration. When registering an account for Song Club, you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary. You represent that you are not prohibited from using the Services under any applicable law and that you will be responsible for all activities that occur under your account. You agree to monitor your account to restrict its use by any unauthorized users and agree not to share your account or password with anyone.

It is up to you to maintain the confidentiality of your password and username. If you become aware of any unauthorized use of your username and/or password, it is your responsibility to notify us immediately at hello@songfancy.com. You agree not to create an account using a false identity or alias or if you previously have been banned from using any of the Services.

2. No Unlawful Access. You agree that you will not use Company’s Websites in any manner that could in any way disable, overburden, damage, or impair the Websites or otherwise interfere with any other party’s use and enjoyment of the Websites. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Websites.

3. Personal and Commercial Use Limitation. You may not use any Company Website for any other purpose without the prior express written permission of an authorized representative of the Company in each instance, which permission will be at Company’s sole and absolute discretion. You must not post, upload or link to anything that advertises any commercial endeavor

(e.g., offering for sale any products or services) or solicit funds, advertisers, and/or sponsors for any purpose. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works of, transfer, sell, use, or otherwise infringe upon any intellectual property rights related to any information, content, software, products or services obtained from or otherwise connected to Company’s Websites, in whole or in part.

4. Membership Fee. Each Member is responsible for all charges incurred while such Member’s password or username is being used. All membership fees will be charged on the basis as indicated on the Service, to the Member’s credit card registered by the Member with SongFancy. Your acceptance of this Agreement constitutes your authorization to make those charges. Members must notify us of all changes in the credit card being used for SongFancy.

5. Membership Renewal, Termination, and Refund Policy. For all recurring memberships, your membership will be set to renew automatically at the end of your membership period for the same length as your current membership. If you chose a monthly membership, you will be billed monthly and your membership will automatically continue every month unless you notify us that you want to terminate your membership as provided in this Agreement. If you chose an annual membership, you will be billed annually and your membership will automatically continue every year unless you notify us that you want to terminate your membership as provided in this Agreement. We will charge the membership using the same credit/debit card or other payment method that you previously used. For all memberships, you must either change your automatic renewal status or cancel your membership before it renews in order to avoid billing of membership fees for the renewal term.

You may cancel your membership by notifying us at hello@songfancy.com. You must cancel your membership no later than five (5) business days before the end of the current term. If you cancel your membership, your membership will terminate upon the final day of the current billing period. No prorated fees will be refunded.

6. Proprietary Information. All content found on the Company Websites (the “Content”) is considered the copyrighted and trademarked intellectual property of Company, or of the party that created and/or submitted the Content to Company for publishing on the Website. No rights or title of to any of the Content or Software used in connection with the Website is provided, transferred or assigned to you. You further acknowledge and agree that Content or information presented to you through the Website is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Subject to all applicable laws, you agree that you will not copy, distribute, republish, modify, create derivative works of, or otherwise use the Content in any unauthorized way, without the prior written consent of the work’s owner.

7. Submissions. SongFancy does not own any of the Content you post. By placing Content on the Website, you are providing the Website with a worldwide, perpetual, fully paid-up, royalty- free, unlimited, non-exclusive license, for as long as the Content is part of your profile, to publicly display, modify, reproduce, and distribute your Content (in whole or in part) on the Site for editorial and promotional purposes of the Site. SongFancy shall have no responsibility for enforcing any rights you may claim in any Submission or Content, which shall be your

responsibility entirely, and you agree to defend, hold harmless and indemnify Company with respect to any claim you have that other Users are reproducing or using your Submissions or Content, as well as for claims by other Users that you are reproducing or using their Submission or Content without prior written permission. Company will not arbitrate, mediate, or resolve any intellectual property or other disputes between Users, and has no responsibility for doing the same. SongFancy reserves the right to market, advertise, and promote this Content in connection with the promotion of the Website or any service offered by the Website.

8. Trademarks, Copyrights, and Other Intellectual Property. Trademarks, service marks, logos, trade names, and copyrighted works (hereinafter, “Intellectual Property”) appearing on this Site are the property of SongFancy or the party that posted the Intellectual Property to SongFancy. SongFancy, and any party that provides Intellectual Property to SongFancy, retain all rights with respect to any of their respective Intellectual Property appearing in this Site and do not transfer at any time to user and/or any other third party. You may access information obtained through the Service solely for your own personal use. You may not reproduce, retransmit, distribute, store in a retrieval device, disseminate, sell, publish, broadcast or circulate the information obtained through the Service to anyone, without the express written consent of the intellectual property owner. You agree that your membership for the Services does not grant you a license to use the intellectual property accessible on the Website. You agree not to use any information obtained through the Service for any unlawful or unauthorized purpose.

9. Hyperlinking. The Website may provide, or other parties including Website Users may provide, links to other World Wide websites or resources which are not maintained by, or related to, SongFancy. Links to such sites are provided as a service to our Users and are not sponsored by, endorsed, or otherwise affiliated with the Website or the Company. The Website has no control over these sites and any content thereon and makes no representations or warranties about the content, completeness, quality or accuracy of any such third-party website. Therefore, you acknowledge and agree that the Website is not responsible for the availability of such links, and that the Website and the Company do not endorse and are not responsible or liable for any content, advertising, products, or other materials made available on or from these linked websites. You also acknowledge and agree that the Website and the Company are not responsible or liable, directly or indirectly, for any damage or loss caused by or alleged to have been caused by or in relation to the use of any content, goods, or services offered through these links or any failures and/or disruption to your computer system that may result from your use of any such links, or for any intellectual property or other third party claims relating to your posting or using such links. YOU AGREE THAT IF THE WEBSITE REQUESTS YOU TO DISABLE ANY LINK YOU HAVE POSTED, AND IF YOU FAIL TO DO SO WITHIN 24 HOURS AFTER RECEIVING THE REQUEST TO DISABLE, THE WEBSITE HAS THE RIGHT TO DISABLE THE LINK WITHOUT AY FURTHER NOTICE TO YOU.

10. Use of Communication Services. Company’s Websites may contain forums, bulletin board services, chat areas, message boards, news feeds, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send, and receive messages and content that are considered proper and related to the Communication Service. Among other

actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this Site, or cause to be posted, sent, submitted, published, or transmitted, any material that:

1. you do not have the right to post, including without limitation any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity);
2. advocates or could reasonably serve to encourage, either directly or indirectly, any illegal or immoral activity, or discusses an intent to commit an illegal act or violate any law, rule, or regulation;
3. is vulgar, obscene, pornographic, incendiary, or indecent;
4. threatens or abuses others;
5. is libelous or defamatory towards others;
6. is racist, abusive, harassing, threatening or offensive;
7. seeks to exploit or harm children by exposing them to inappropriate content, or asking for personally identifiable details or information;
8. harvests or otherwise collects information about others, including e-mail addresses, financial information or other personally identifying information, without their prior express consent in each instance;
9. impersonates or misrepresents your connection to any other entity or person or otherwise manipulates or forges headers or identifiers to disguise the origin of content;
10. falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded (e.g., copyright, trademark or patent notices);
11. advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this Site;
12. solicits funds, advertisers or sponsors for any purpose;
13. includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications device;
14. disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise acts in a way which affects the ability of other people to engage in real-time activities via this Site;
15. amounts to a pyramid or other like scheme, including without limitation contests, chain letters, and surveys;
16. disobeys any policy or regulations including any code of conduct or other guidelines established from time to time regarding the use of this Site and/or any networks connected to this Site; or
17. contains hyperlinks to other sites that contain content that falls within the scope of this Section.

You acknowledge that any materials uploaded to the Communication Service may be subject to posted limits on use, reproduction, and/or dissemination, and you are responsible for abiding by

such limitations with respect to your submissions, including any downloaded materials. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action made by Company or such third party with respect to any submission.

You acknowledge that the Website may or may not pre-screen materials uploaded to the Communication Service, yet the Website and its designees shall have the right, but not the obligation, in its sole discretion, to pre-screen, refuse, remove, or delete any Content that violates this Agreement or is otherwise objectionable as determined by the Website in its sole discretion. SongFancy reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Communication Services (or any part thereof) with or without notice. You agree that the Website will not be liable to you or any third party for any modification, suspension, or discontinuance of the Communication Services.

WHILE THE WEBSITE EXPLICITLY PROHIBITS THE ABOVE CONDUCT, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE EXPOSED TO SUCH CONDUCT AND CONTENT, AND THAT YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK, AND THAT THE WEBSITE SHALL HAVE NO LIABILITY OF ANY KIND FOR SUCH CONDUCT. YOU UNDERSTAND AND AGREE THAT IF YOUR USE OF COMMUNICATIONS SERVICES VIOLATES ANY OF THE ABOVE CODES OF CONDUCT, THE WEBSITE CAN SUSPEND AND/OR TERMINATE YOUR USE OF THE WEBSITE IMMEDIATELY WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF, OR HEARING.

11. No Co-branding or Framing. You may not use or authorize any party to co-brand or frame any Company Websites without the express prior written permission of an authorized representative of Company in each instance. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, trade name, service mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site. For purposes of these Terms of Use, “framing” refers to displaying any Company webpage within a bordered area of another website, regardless of whether the address of the originating Company Website is visible. Furthermore, you agree to cease any unauthorized co- branding or framing immediately upon notice from Company.

12. Right to Terminate Access. SongFancy reserves the right to monitor use of this Site to determine compliance with these Terms of Use, as well as the right to edit, refuse to post, or remove any information or materials, in whole or in part, at its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

13. Changes to the Services. SongFancy may discontinue or revise any and all aspects of the Service or any of the information products on the Website at its sole discretion and without prior notice. In no event will we be responsible for refunding any prepaid fees.

14. Disclaimer and Limitations on Liability. In no event shall SongFancy be liable for any damages caused by the inability of the Member to access the Service as a result of network or server downtime, transmission problems or otherwise. SongFancy does not guarantee the uptime of the Services. You should not take, or refrain from taking, action based on the Content. SongFancy shall not be liable for any loss or damage that may result from accessing or relying on the Content on the Website.

You understand that SongFancy cannot and does not guarantee or warrant that files available for downloading from the its Websites will be free of viruses, worms, Trojan horses, or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to this Website. Company further disclaims any responsibility to ensure that the Content located on its Websites is necessarily complete and up-to-date.

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

15. Warranty. Because of the possibility of human or mechanical error by SongFancy, neither SongFancy Online nor any of its contributors guarantee that other Website users will not steal or otherwise infringe on your intellectual property that you share with the Song Club community when you access or use the Website. There are no express or implied warranties including, without limitation, warranties of merchantability or fitness for a particular purpose or use with respect to the Service or any information available through the Service. In no event will SongFancy or its contributors be liable for damages, direct, indirect, special or consequential (including lost profits) in connection with the use of the service, even if notified of the possibility of such damages. The sole remedy of Members to the service in the event of a breach of this agreement by SongFancy shall be to terminate this Agreement and obtain a refund of a pro-rata portion of any prepaid membership fees based on the date of termination. The provisions of this section will survive any termination of this Agreement.

16. Indemnity. You agree to indemnify, defend, and hold SongFancy, its subsidiaries affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (collectively the “Indemnified Parties”) harmless from any breach of these terms by you, including any use of content other than as expressly authorized in these terms of use. You agree that the indemnified parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney’s fees of the Indemnified Parties in connection therewith. You will also indemnify, defend, and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this Site.

17. Disclosure Under Law. Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

18. Disputes. If there is any dispute about or involving these Terms of Use, the Website and/or any Communications Services, you agree that any dispute shall be governed by the laws of the State of Tennessee, notwithstanding any principles of conflicts of law. You specifically consent to personal and exclusive jurisdiction by and venue in the State and Federal courts of Davidson County, Tennessee in connection with any dispute between you and Company arising out of or involving this Agreement, the Website and/or any Communications Services.

19. Notice. Notice by a Member shall be given to SongFancy by e-mail to hello@songfancy.com. Notices shall be deemed given when delivered to the recipient’s e-mail.

20. Miscellaneous.
(a) If any part of these Terms of Use is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

(b) You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of Company’s Websites.

(c) These Terms of Use constitute the entire agreement among the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company with respect to Company’s Websites. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Website or any of its Services. Company may revise these Terms of Use at any time by updating this posting. You should review the Agreement from time to time to determine if any changes have been made to the Agreement. Your continued use of the Website after any changes have been made to this Agreement signifies and confirms your acceptance of any changes or amendments to this Agreement.

(d) The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of the Company.

(e) The section titles in the Agreement are for convenience only and have no legal or contractual effect.

Please report any violations of this Agreement to SongFancy at. If you have any questions regarding this Agreement or need to report any violations of this Agreement, please contact us at hello@songfancy.com.