KOMPOSED TERMS OF SERVICE AGREEMENT

Komposed.com is a cloud storage solution with music management software capabilities, for music creators. It’s intent is to act as a music management repository that stores musical audio files, along with detailed song information (including song description text, lyrics, composers and publishers who own the works, and any other song information) for paying and non-paying site members (“Members” or “Users” or “Komposers"). Members can create a profile, store and describe their music, then share it with the public. The services offered (“Komposed Services”) by Komposed.com (“Komposed” or “we”) include the Komposed.com website (the “Komposed Website”), and any other features offered from Komposed Inc. [XXX - INCORPORATION INFO].

This Terms of Use Agreement set forth the legally binding terms for your Member use. By using the Komposed Services, you, as a Member, agree to be bound by this Agreement. Please read this entire Agreement and keep a copy for yourself. If you do not agree with it, you should discontinue use of the Komposed Services.

This Agreement details Komposed policy for acceptable use of the Komposed Services, your rights, obligations and restrictions regarding your use of the Komposed Services and Komposed.com's Privacy Policy. In order to use certain Komposed Services, you may be required to download software, applications, content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Komposed Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

Komposed may periodically modify this Agreement and such modification shall be effective upon posting by Komposed.com on the Komposed Website. You agree to be bound to any changes to this Agreement when you use the Komposed Services after any such modification is posted. Therefore, you should review this Agreement regularly to ensure you are updated as to any changes.

Your profile may not include lewd, violent, sexual, or obscene photographs, or otherwise objectionable subject matter.

Komposed has the right to reject or remove any posting, upload, song, lyric, sound recording, profile (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Komposed Services at any time, for any or no reason, with or without prior notice, and without liability.

1. Eligibility.

By using the Komposed Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the Komposed Services does not violate any applicable law or regulation. If you are under 18 years of age, however, you must have permission and clearance to use the Komposed Services from your parent or legal guardian. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 18 years of age and you do not have permission from your parent or legal guardian. Use of and Membership in the Komposed Services is void where prohibited.

2. Term.

This Agreement shall remain in full force and effect while you use the Komposed Services or are a Member. You may terminate your Membership at any time. Komposed may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect.

3. Fees.

You acknowledge that Komposed reserves the right to charge for the Komposed Services and to change its fees from time to time in its discretion. If Komposed terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees. Members who terminate their Accounts are not entitled to any refund.

4. Proprietary Rights in Content on Komposed.com and the Komposed Services.

(a) Komposed does not claim ownership in the materials you post to the Komposed Website and/or in conjunction with the Komposed Services. Such materials include written text, files, images, photos, video, songs, lyrics, poetry, sounds, musical works, works of authorship, remarks, suggestions, ideas, graphics, tags, hashtags, genres, splits, ownership splits, identifiable numbers, identifiable codes, songwriter name, personal identifiable information, copyright registration information, affiliated companies or individuals, rights holder, administrator, publisher, or any other materials (collectively, "Content") that you display, upload, transfer, publish, or post to Komposed, whether public or private.

By displaying, uploading, transferring, or publishing ("posting") any Content on or through the Komposed Services, whether public or private, you hereby grant to Komposed a license to use, modify, format, stream, transmit, beam, store, publicly perform, publicly display, adapt, translate, create derivative works, reproduce, and distribute such Content, in any format, whether known or unknown, through the Komposed Services, including the limited right to use your likeness, persona, logo, trademark, and right(s) of publicity on and through the Komposed Services. You expressly agree that this license is needed to provide the Komposed Services. The license you grant to Komposed is non-exclusive, fully-paid and royalty-free (meaning that Komposed is not required to pay you for the use on the Komposed Services of the Content that you post), sub-licensable, and worldwide (because the Internet and the Komposed Services are global in reach). This license will terminate upon formal written notice to Komposed of termination of said license. Subject to termination of said license, Komposed maintains the unlimited, royalty-free, perpetual right to store, license, use, and transfer any non-copyrightable factual information submitted by User, such as, but not limited to, ownership information, song title, ownership splits, hashtag and genre information, publishing ownership information, and/or any other information submitted by User that is publicly available.

(b) You represent and warrant that: (i) you own the Content posted by you on or through the Komposed Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Komposed Services does not violate the privacy rights, publicity rights, copyrights, trademarks, contract rights or any other rights of any person or business. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content posted by you to or through the Komposed Services. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell ANY Content appearing on or through the Komposed Services. You represent and warrant that the Content submitted by you is accurate, up-to-date, and reliable. You understand and acknowledge that Komposed is not responsible for the quality, accuracy, and reliability of the Content.

(c) The Komposed Services contain Content of Komposed.com ("Komposed.com Content"). Komposed.com Content is protected by copyright, trademark, trade secret and other intellectual property laws, and American Komposed LLC owns and retains all rights in the Komposed.com Content and the Komposed Services. Komposed grants you a limited, revocable, nonsublicensable license to reproduce and display the Komposed.com Content (excluding any software code) solely for your personal or business use in connection with viewing the Komposed Website, the Komposed applications, and using the Komposed Services.

5. Content/Activity Prohibited.

Komposed reserves the right to investigate and take appropriate legal action against anyone who, in Komposed's sole discretion, violates this provision, including without limitation, removing the offending communication or infringing material from the Komposed Services and terminating the Membership of such violators. Komposed reserves the right, in its sole discretion, to report you to law enforcement authorities for suspected criminal activity.

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Komposed Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) transmitting spam, or other unsolicited promotions, advertisements, and/or communications; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Komposed Services; (iv) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Komposed Services; (vi) collecting or harvesting any personally identifiable information, including account names, from the Komposed Services without the express written permission of us; (vii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (viii) interfering with the proper working of the Komposed Services; (ix) accessing any content on the Komposed Services through any technology or means other than those provided or authorized by the Komposed Services; (x) bypassing the measures we may use to prevent or restrict access to the Komposed Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Komposed Services or the content therein; (xi) Reverse engineering any aspect of the Komposed Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Komposed Services; (xii) Attempt to circumvent any content filtering techniques we employ, or attempt to access areas/features of the Komposed Services that you are not authorized to access; (xiii) Develop any third-party applications that interact with Content or the Komposed Services without our prior written consent; or (xiv) Accessing the Komposed API with an unauthorized third-party client

7. Privacy.

Use of the Komposed Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference

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8. Disclaimers.

The Komposed Services are provided "AS-IS" and Komposed expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Komposed.com cannot guarantee and does not promise any specific results from use of the Komposed Services. Komposed is not responsible for any incorrect or inaccurate Content posted on the Komposed Website or in connection with the Komposed Services, whether caused by Users of the Komposed Services or by any of the equipment or programming associated with or utilized in the Komposed Services. Komposed is not responsible for any damage in any way related to an alteration and/or change in the Komposed Services, including, but not limited to, software, API, and/or intellectual property. Some Member profiles contain links to other websites; Komposed is not responsible for the Content, accuracy or opinions expressed on such websites. Inclusion of any linked website on the Komposed Services does not imply approval or endorsement of the linked website by Komposed. When you access these third-party sites, you do so at your own risk. Komposed takes no responsibility for third party advertisements which are posted on this Komposed Website or through the Komposed Services, nor does it take any responsibility for the goods or services provided by its advertisers. Komposed assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Komposed is not responsible for any electronic or technical malfunction related to the Komposed services, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Komposed Services. Under no circumstances shall Komposed be responsible for any loss or damage, including personal injury or death, resulting from use of the Komposed Services, attendance at a Komposed Services event, from any Content posted on or through the Komposed Services, or from the conduct of any Users of the Komposed Services, whether online or offline. You understand that Komposed cannot and does not guarantee or warrant that files available for downloading, uploading, and/or viewing on the Komposed Services will be free of viruses, works, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. You will be solely responsible for the security of your password and the private settings related to Content.

9. Limitation on Liability.

IN NO EVENT SHALL Komposed.COM OR ANY Komposed SERVICES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF Komposed.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Komposed.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO Komposed.COM FOR THE Komposed SERVICES DURING THE TERM OF MEMBERSHIP.

10. Disputes.

If there is any dispute about or involving the Komposed Services, you agree that the dispute shall be governed by the laws of the [XXX - THE STATE WE REGISTER WITH], USA, without regard to conflict of law provisions and you agree to EXCLUSIVE personal jurisdiction and venue in the state and federal courts of the United States located in the [XXX - STATE AND CITY]. If an action is brought to enforce the terms of this Agreement, then the prevailing party in that action shall be entitled to recover its costs and attorneys' fees and costs in that action.

11. Indemnity.

You agree to indemnify and hold Komposed, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Komposed Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Komposed Website or through the Komposed Services causes Komposed.com to be liable to another.

12. Email Opt-in.

You agree to opt-in to receive email messages or email notifications from Komposed for up to 12 months after you last login, create an account on Komposed or enter a Komposed hosted contest. Email messages will communicate new features, related marketing messages, Content posted on the Komposed Website or contain Komposed notifications generated in connection with the Komposed Services.

13. Other.

This Agreement is accepted upon your use of the Komposed Website, Komposed Mobile Software, or any of the Komposed Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Komposed regarding the use of the Komposed Services. The failure of Komposed to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: support@Komposed.com. with any questions regarding this Agreement.