Upload Agreement

TuneBend™ Upload Agreement Effective as of August 20, 2018

BY UPLOADING ELECTRONIC FILES OF YOUR SOUND RECORDINGS AND/OR AUDIOVISUAL WORKS TO THE TUNEBEND APPLICATION (“APPLICATION”) OPERATED BY FOJEMA, INC. (“TUNEBEND”), YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND OF THE UPLOAD SHEET (COLLECTIVELY, “AGREEMENT”) AND TO THE TUNEBEND PRIVACY POLICY AND TERMS OF USE, WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE. IF THESE TERMS ARE CONSIDERED AN OFFER BY TUNEBEND, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

If you are uploading Submissions as a group, as used herein, “you” shall refer to your group collectively and to each member individually.

1. Grant of Rights

 a. Submissions. You hereby grant (i) to TuneBend a royalty-free (except as otherwise expressly agreed upon by the parties), non-exclusive, worldwide, sublicensable license to reproduce, distribute and perform, solely through the Application, each audiovisual work, sound recording and underlying musical composition uploaded by you to the Application (each a “Video”, “Master” and “Composition”, respectively; collectively “Submissions”), and (ii) to Application users granted access to a Submission, a royalty-free, non-exclusive, worldwide license to create derivative works by subtracting tracks from and/or adding tracks to such Submission, and/or playing along with such Submission, solely through the Application, and (iii) to TuneBend and Application users, a perpetual, royalty-free, worldwide, sublicensable license to reproduce, distribute and perform such derivative works through the Application. Without limiting the generality of the foregoing, such license shall include the right to encode and convert Submissions to any digital format deemed appropriate by TuneBend. To the extent allowed by law, any license hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.

 b. Name and Likeness; Content. You hereby grant to TuneBend a royalty-free, non-exclusive, worldwide, sublicensable license (i) to reproduce and display any artwork, photographs, liner notes, metadata, sheet music, lyrics and editorial content provided by you in connection with Submissions (collectively, “Content”), and (ii) to use the name (including professional name(s)), likeness, performances, photographs, and biographical material of each performer, producer, and songwriter featured in a Submission, solely in connection with use of such Submission and related Content hereunder. Concurrently with uploading a Submission to the Application, you shall upload, in a digital format reasonably acceptable to TuneBend, accurate copyright information for the Master and Composition featured in such Submission, and related Content.

 c. Third-Party Rights. Without in any way limiting the rights granted in this Section 1 or your warranties under Section 3 herein, you shall be solely responsible for obtaining any third-party licenses required in connection with use of Submissions and related Content hereunder, and for making payments thereunder.

2. Termination

You may terminate this Agreement at any time with respect to a specific Submission (except to the extent otherwise expressly agreed upon by the parties with respect to a specific license) by removing such Submission from the Application, provided however that removal of a Submission shall not terminate TuneBend’s or Application users’ license, as set forth in Section 1.a.(iii) above, for derivative works created using the Application prior to such removal. TuneBend will terminate your TuneBend upload account if you repeatedly upload material that infringes on third-party copyrights or otherwise violates applicable laws or TuneBend’s policies. Sections 3 through 5 shall survive termination of this Agreement for any reason.

3. Warranties and Representations

You hereby warrant and represent that: (i) you have the authority and right to provide TuneBend with the rights granted herein; (ii) TuneBend’s exercise of the rights granted herein will not infringe upon any copyright, trademark, right of publicity, moral right or other proprietary, intellectual property, contractual or other right of any person anywhere in the world; (iii) no Submission nor Content violates any applicable laws or regulations, including, without limitation, defamation and obscenity laws; (iv) no Submission includes any samples or interpolations; (v) no agreement of any kind entered into by you prior to or during the term hereof does or will interfere in any manner with your complete performance of this Agreement, or with the rights granted to TuneBend herein; and (vi) TuneBend shall not be required to make any payments to third parties in connection with exploitation of Submissions, any portion thereof, or Content hereunder.

4. Indemnification

You will defend, indemnify, and hold harmless TuneBend, its parents, subsidiaries, affiliates, and their respective directors, officers, employees, and agents, with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including attorneys’ fees (collectively “Claims”), to the extent that any such Claim relates to a Submission or Content, or is based upon or arises out of a breach of any of your representations, warranties, covenants, or obligations hereunder.