Terms & Conditions

Effective Date: February 1, 2026 Welcome to MusicBAEtm, a service provided by MusicBAE Inc., a company incorporated under the laws of Wyoming ("MusicBae"; the ”Company”; "we" "our", or "us"). Please read these Terms and Conditions of Use carefully as they, together with our Privacy Policy, and any other policies, procedures, rules, or other terms or documents specifically referred to herein or in any of those documents or otherwise published on the Site, all of which are incorporated by reference into these Terms and Conditions of Use, collectively set forth the legally binding terms and conditions which govern your use of the musicbae.com web application (the "Site") and all related features, applications, data, software, players, tools, widgets, and other services provided by MusicBae (the "Service") and which, by your use of the Site or Platform constitute a legally binding contract (the "Agreement"), between the user ("you”, “your”) and the Company in relation to your use of the Site and Service (together, the "Platform"). Use of the Site, Service and Platform is Acceptance of these Terms and Conditions of Use. By using the Site, the Service, or the Platform in any manner, including without limitation visiting or browsing the Site, you agree to be bound by these Terms and Conditions of Use, which apply to every user of the Site, the Service, or the Platform. Use of the Platform is only offered to users upon the express condition precedent of acceptance of all of the Terms and Conditions of Use contained herein in full and without any modification, where such Terms and Conditions of Use also incorporate the Privacy Policy, and all other then existing operating rules, policies and procedures that may be published from time to time on the Site by the Company, each of which is incorporated by reference into these Terms and Conditions of Use and each of which may be updated by Company from time to time without prior notice to you. In addition, some services offered through the Platform may be subject to additional terms and conditions promulgated by Company from time to time, and your use of any such services is subject to those additional terms and conditions, all of which are incorporated into these Terms and Conditions of Use by this reference. Modification of Terms of Use. The Company reserves the right, at its sole and absolute discretion, to modify or replace any of the terms in these Terms and Conditions of Use, or change, suspend, or discontinue the Platform or any Service contained therein (including without limitation, the availability of any feature or content) at any time, without prior notification, by posting a notice on the Site or by sending you an e-mail. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Platform without prior notice and without liability. It is your responsibility to check these Terms and Conditions of Use periodically for changes. Your continued use of the Platform following the posting of any changes to these Terms and Conditions of Use constitutes your acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms and Conditions of Use will apply to any dispute between you and Company that arose prior to the date of such modification. MusicBAE Account Registration. You may browse the Site and view or otherwise access certain “Content” (as such term is defined below) on the Site without registering, but as a condition to using certain aspects of the Site, Service, and Platform, you may be required to register with Company via the Site and select a user ID name and password (“Username”). You shall provide Company with accurate, complete, and updated account registration information at all times, and the failure to do so shall constitute a material breach of these Terms and Conditions of Use, which may result in immediate termination of your Username account on the Platform. No two Platform users can have the same Username on the Platform. Usernames are provided to users on the Platform strictly on a first-come basis, and the following guidelines apply to all Usernames on the Platform: You shall not (i) select or use as a Username or domain a name of another person with the intent to impersonate that person; (ii) use as a Username or domain a name subject to any tangible or intangible rights of a person other than you without appropriate authorization; or (iii) use as a Username or domain a name that is otherwise offensive, vulgar or obscene. The Company hereby reserves the right to refuse registration of, or cancel any registered Username and domain in its sole and absolute discretion. The Company will not typically intervene in any Username disputes between Users. However, the Company reserves the right, in its sole and absolute discretion, to permanently remove, reassign, or ask any Platform user to modify their Usernames in situations where: (i) a Platform account has been inactive for a period of time; (ii) the Company determines that a Platform Username is offensive, commercial in nature, violative of, or a derivation of, a third party’s trademark or service mark, or is determined by the Company to be otherwise misleading; (iii) the Company suspects that a Platform Username account is reasonably inactive on the Site and is being held by a user with the intention to claim a particular Username account and domain; (iv) the registered Platform Username is that of a more established, well-known musician, and the Company had determined, in its sole and absolute discretion, to reassign the Platform Username because such reassignment will result in less consumer confusion; or (v) Company has determined, in its sole and absolute discretion, the situation is such that removing or reassigning the Platform Username is most appropriate given the totality of the circumstances. Any attempts to sell, buy, or solicit other forms of payment in exchange for a Company Username and domain is strictly prohibited and may result in permanent account suspension. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Platform password. You shall never use another user’s account without such other user’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware. If you are using or opening an account on behalf of a company, entity, organization, band or other musical group or partnership (each an “Artist Entity”), then you represent and warrant that you: (i) are a duly authorized representative of the Artist Entity and any recording artists represented by such Artist Entity (a “Represented Artist”) with the authority to bind such Artist Entity or Represented Artist to these Terms and Conditions of Use and (ii) agree to be bound by these Terms and Conditions of Use on behalf of such Artist Entity and/or Represented Artist. The Service is intended for use only by individuals who are at least eighteen (18) years old. By using the Site, Service, and Platform, you hereby represent and warrant that if you are an individual, you are of legal age to form a binding contract, that you have formed a binding contract with the Company, the terms and conditions of which are set forth in these Terms and Conditions of Use, and that all registration information you submit is accurate and truthful at all times during your use of the Site, Service, and Platform. The Company may, in its sole and absolute discretion, refuse to offer the Site, Service, or Platform to any person or entity and may additionally change its eligibility criteria for registration for the Site, Service, or Platform at any time without notice to any user. If the immediately foregoing provision is prohibited by any applicable law in any applicable jurisdiction and deemed void by any such applicable law in any such jurisdiction, then the right of user to access the Site, Service, and Platform is hereby deemed to be revoked in each and every such jurisdiction because of the user’s inability to accept the offer and consideration of the Agreement. Platform Rules: Acceptable Use Policy For All Users Regarding Conduct and Content. As an express, condition precedent to use of the Site, Service, and Platform, you hereby agree not to use the Site, Service, or Platform for any purpose that is prohibited by these Terms and Conditions of Use. The Site, Service, and Platform (including without limitation, any Content from the Site, Service, and Platform) is provided only for your own personal, non-commercial use (except to the extent that any applicable law deems any part of the Service to be a commercial use, and then only to that extent in any such applicable jurisdiction; and otherwise with the sole exception of any Artist Entity or Represented Artists (each, an “Artist”) using, or otherwise, seeking to use the Company’s Audio Services offered through the Site). You are solely responsible for all of your activity in connection with the Site, Service and Platform and your Username. You are hereby notified that when you use or otherwise interact with the Site, Service or Platform in any way, you are required to comply with all the following terms and conditions of acceptable use and acceptable content which applies to all interactions you may have with our Site, Service and Platform and all Content you may submit to the same. The term “Content” includes, without limitation, as applicable any “User Submissions” (as such term is defined below), written comments, information, data, text, links, photographs, images, software, scripts, graphics, videos, audio clips, and any and all interactive features generated, provided, or otherwise made accessible by the Company or its partners and affiliates to any user on or through the Site, Service and Platform. You are hereby notified that you are prohibited from using the Site or the Platform as follows: If you are under eighteen (18) years old; in any way that breaches any applicable local, national or international law or regulation; in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect; for the purpose of harming or attempting to harm any person or any minor in any way; to bully, insult, intimidate or humiliate any person; to send, knowingly receive, upload, download, use or re-use any material which does not comply with the rules for Content set forth in these Terms and Conditions for Use; to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation; to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; In any way that involves child sexual exploitation or abuse; in any way that involves exploitation of any person in a violent, obscene, or sexual manner; in any commercial activities without the Company’s prior written consent; or to upload terrorist content of any type or content which could reasonably be viewed as supporting terrorism of any type. You also hereby acknowledge, understand, and agree as follows: not to access without authority, interfere with, damage or disrupt any part of the Site, Service or Platform, any equipment or network on which the Site, Service or Platform is stored, any software used in the provision of the Site, Service or Platform; or any equipment or network or software owned or used by any third party which relates to, is associated with, or is otherwise connected to the Site, Service or Platform; not to scrape any text, media, or other data or content from the Site, Service, or Platform, including without limitation through the use of scripts, robots, bots, spiders, scrapers, crawlers, or any other automated means; not to undertake any form of text and/or data mining of content, including without limitation where such text and/or data mining is collected through the use of bots or other automated data gathering and/or extraction tools; not to train any machine learning or AI model using the contents of the Site, Service or Platform or otherwise ingest any data or content from the Site, Service or Platform into a machine learning or AI model; not to create, develop, offer or otherwise use any artificial intelligence technology or services with respect to the Site, Service and Platform that uses, or is informed by, trained on, or developed using copyrighted works, names, likenesses, trademarks, or voices without authorization from the person(s) who own or control such copyrights or other rights (each, an ‘Unauthorised AI Tool’), where such Unauthorised AI Tool shall be deemed to include, without limitation, any service, product, or technology (including, without limitation, any artificial intelligence technology) that uses, is informed by, or is dependent upon any other Unauthorised AI Tool; and not to create fingerprints or any other identifying digital files of content on our site or to exploit such fingerprints and other identifying digital files of that content; and not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of these Conditions and Terms of Use. The following guidelines apply to all Content which a user may submit to or otherwise contribute to the Site, Service and Platform. The Company alone, in its sole and absolute discretion, will determine whether any Content breaches the following guidelines for submission of Content to the Site, Service and Platform and will do so by evaluating each part of the submitted Content on its own as well as the whole of any submitted Content; the overall context surrounding each and all such submitted Content; and, overall, all submitted Content of a user to determine if all or any portion of any user submitted Content complies with (i) each of the exact, applicable individual guidelines set forth below for such Content as well as (ii) the overall collective spirit of all of the Content guidelines with the express purpose that the Site, Service, and Platform is, and will continue to be, safe for use by all users of the Site, Service and Platform. Accordingly, no Content submitted to the Site, Service or Platform by any user shall: be likely to deceive any person or entity; impersonate any person or misrepresent your identity or affiliation with any person or entity; contain illegal content or promote any illegal content or activity; advocate, promote, incite any person or entity to commit, or assist any unlawful or criminal act, including without limitation any copyright infringement or computer misuse; be defamatory of any person or entity; be obscene, offensive, hateful, or inflammatory; bully, insult, intimidate or humiliate any person or entity; encourage, promote, or provide instructions for deliberate self-harm; encourage, promote, or provide instructions for suicide; encourage, promote, or provide instructions for any eating disorder or behaviors associated with an eating disorder; presents or otherwise promotes sexually explicit material; involve the exploitation of any person in a violent, sexual, or demeaning manner; include child sexual abuse material or any material which could reasonably be interpreted to promote or otherwise reflect the sexual abuse of children; incite violence or hatred against any particular group of people or entities; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; include content that would be considered a criminal offense under any applicable law relating to terrorism and the support of terrorism, child sexual abuse material, racism, idealogyism, or xenophobia; infringe any copyright, database right, or servicemark or trademark of any other person; breach any legal duty, express or implied, owed to any third party, such as a contractual duty or a duty of confidence; be in contempt of court; be threatening, abusive, or invading any other persons’ or entities’ privacy, or cause annoyance, inconvenience, or needless anxiety to any person or entity; be likely to harass, upset, embarrass, alarm, or annoy any other person or entity; contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism or domestic unrest; contain any commercial or personal advertising; or give the impression that the Content emanates from the Company rather than the user themself. Additionally, all Content submitted to the Site, Service, or Platform by any user shall: comply with all laws of any applicable jurisdiction, whether a municipality, state, or country, from which such Content is posted; must be accurate where facts are stated; must only contain opinions and viewpoints that are genuinely and sincerely held by the user so posting; and must not be commercial in nature or otherwise relating to any content, products, or services that a user might be selling, promoting, or otherwise mentioning which do not relate to music or the mission of the Platform or are otherwise of a nature which a user of the Site, Service and Platform would not expect to see on the Site, Service and Platform, given the nature of the Site, Service, and Platform’s contents and the mission of the Platform. In order to ensure full compliance with the foregoing rules of use and Content on the site and Platform and the safety of all users of the Site, Service, and Platform, when the Company believes, in its sole and absolute discretion, that any breach of the foregoing rules of use and Content has occurred, the Company may take any action as the Company, in its sole and absolute discretion, deems appropriate or necessary to preserve and ensure the safety of all users of the Site, Service and Platform and to otherwise address, mitigate, or eliminate any such breach or any breaching use or Content. Any failure of full compliance by a user with the foregoing rules of use and Content on the site and Platform is hereby deemed by the Company to constitute a material breach of these User Conditions and Terms of Use, and the Company may take any or all of the following actions: Immediate, temporary, or permanent withdrawal of any user’s right to use the Site, Service, or Platform; immediate, temporary, or permanent removal of any Content uploaded by a user to the Site, Service or Platform; issue a written warning to any user; initiate legal proceedings against any user for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; disclosure of any and all related information to law enforcement authorities as the Company, in its sole and absolute discretion, deems may be necessary or advisable or, otherwise, as may be required by law; or otherwise pursue any other applicable further legal action against you. If the Company removes/disables your non-compliant Content or disables your Username account, we will provide you, the affected user, with a Statement of Reasons which will explain the reasons we have decided to take that action. If the company does not remove/disable your non-compliant Content or disable your Username Account despite having received a complaint from a user, we will provide the user who made such a complaint with a Statement of Reasons to explain the reasons we have decided to take that action. If we decide that it is appropriate to suspend or prohibit your access to the Site because (a) you are frequently providing or otherwise submitting what we consider to be manifestly illegal or patently non-compliant Content, or (b) you are submitting manifestly unfounded takedown notices or frivolous complaints, we may restrict your access to the Site, Service and Platform as the Company, in its sole and absolute discretion, deems necessary or advisable. The actions we may take are not limited to those specified above, as the Company reserves the right to take any action the Company reasonably deems appropriate or necessary, in the Company’s sole and absolute discretion, to protect the other users of the Site and which otherwise comply with any applicable law. To the maximum extent pursuant to any applicable law, the Company hereby disclaims and excludes any and all liability for amy and all actions the Company may take in response to any user breaches of the rules of conduct and Content set forth in these Terms and Conditions of Use. User Initiated Actions for User Identified Violations of the Rules of Conduct and Content: If you, as a user of the Site, Service, and Platform, identify any action or Content that you believe contravenes the rules of conduct and Content set forth in these Terms and Conditions of Use, you can submit a “Take Down Request” to us by sending a request and report of the same to customer service via the customer service email: info@musicbae.com. Any such request and report must provide us with commercially reasonable details and an overall description of any and all such violations, the URL of the offending materials, and an indication of which policy or policies you believe such offending materials violate. The Company will review your submitted Take Down Request in a commercially reasonable timeframe, and the Company will determine, in its sole and absolute discretion, its response to and its actions, if any, with respect to such violations, including without limitation removing any offending Content if the Company agree that such offending content is in breach of the rules of conduct and Content set forth in these Terms and Conditions of Use or is in any way unlawful or otherwise jeopardizes the safety of all users of the Site, Service, and Platform. The Company will also send you, as the reporting user, and in its sole and absolute discretion anyone else who may have been affected by such offending Content, a Statement of Reasons explaining why we have made the decision we have made with regards to your Take Down Request, all within a commercially reasonable timeframe given the nature, extent, and contents of such Take Down Request. General and Platform Transaction Description & Delivery and Refund Policies. MusicBAE enables a fan to preview certain Music and Content of Artists on the Site, Service and Platform by viewing such Content and streaming such Music through the Site and then, if desired by the fan, to make a direct gift to such Artists by providing a tip to such Artists through the Site. Once a tip is made to the Artists, then the previewed Music and Content may be then offered or otherwise made available by the Artists as a gift to the fan, if at all, allowing the fan, should they choose to do so, to download the previewed Music and Content in full form from the Platform and otherwise to stream that certain Music and Content through the Platform. There is no obligation on the fan, or any user, to make any gift of a tip to any Artist for any Music or Content in any amount, and, as such, all tips are made by fans and users, if at all, as a knowing, voluntary, irrevocable gift to each of the Artists at each such moment than any such gift is made. Additionally, there is no obligation on a fan or user to actually stream or otherwise download any Music offered by Artists offered as a gift from the Artists after a fan’s gift of a tip to the Artists is made. All Music and Content from Artists, including without limitation any digital Content made available via download from or streaming through the Platform (whether or not a tip has been made by a fan in conjunction with such streaming or downloading and therefore including without limitation any preview of any such digital Content by way of streaming or otherwise using the Platform is “Digital Content”. Each such gift of a tip by a fan to an Artist in conjunction with any Digital Content is a “Transaction” All Transactions, and any payment of tips resulting from such Transactions, are made and facilitated by the Company under this Agreement in conjunction with our third-party payment processors which include without limitation Paypal and Stripe. All Transactions on the Platform, being gifts, are final and irrevocable as soon as they are made (except where or as expressly prohibited by any applicable law), and therefore unless otherwise determined by the Company in their sole and absolute discretion or as otherwise required by any applicable law, if at all, no credits or refunds will be provided by the Company with respect to any Transaction. However, if for any reason you do not receive or cannot access the Digital Content associated with a Transaction or otherwise have an issue with any Digital Content delivered by the Platform, please contact the Company with your request, and we will notify the relevant Artist and work with them to resolve your issue. However, you hereby acknowledge, understand and agree that MusicBAE is primarily a platform that Artists use to solicit the gifts of tips from fans and, where applicable, provide the gift of Digital Content to fans, and therefore all such Digital Content is derived from files provided by each applicable Artist. Accordingly, each applicable Artist is solely responsible for such files and their contents, not the Company. The total amount of each Transaction will be the amount that you, the fan, chooses to voluntarily tip, if any, which being a gift, is not expected to include any taxes. If a Transaction is determined by any applicable jurisdiction to be subject to any type of sales tax, value added tax, goods and services tax, or similar direct or indirect tax (collectively, “Sales Tax”), then you agree that we may charge you for any Sales Tax and that you will pay all the fees and Sales Tax you incur as may be applicable. You hereby represent and warrant that if you enter into a Transaction, that you shall be able to make full and immediate payment for each such Transaction, including without limitation any Audio Services provided by the Company as offered through the Platform. DigitalContent you may receive in a Transaction cannot be guaranteed to be available to you perpetually. For example, an Artist may remove any Digital Content from the Platform at any time without prior notice to you or the Company. In the case that such Digital Content is removed from the Platform by an Artist at any time, you may suddenly lose access to such received Digital Content previously available to you through the Platform. Also, by way of example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Digital Content, then we may be required by law to temporarily or permanently remove that Digital Content from the Platform and not make it available for future use and we may also have to deny continued access or use to anyone who previously received such Digital Content. This means that you, at any time, may lose access to received Digital Content previously available to you through the Platform. If we are required by law to deny access through the Platform to previously received Digital Content, including without limitation by removing access to previously received Digital Content from a user’s Username account on the Platform, then Company will not provide the user who previously received that Content with any type of compensation or refund for any gift given to any Artist, except as expressly required by applicable law. Users bear all risk from the denial of access to any Digital Content received through the Platform, and the Company shall have no liability for any such denial of access to any Digital Content previously received by any user through the Platform . Because there is a possibility that we may be required to deny you access to previously received Digital Content, we encourage you to promptly download any Digital Content you may have received through the Site to your own devices and machines so that you will retain control and possession of such Digital Content even if we are required to remove the Digital Content from the Platform or the Artist chooses to remove that content from the Platform. The MusicBAE Platform - Fee and Payment Terms for Artists. In order for an Artist to participate in Transactions, you may be required to open an account with one or more designated third-party payment processors, including without limitation PayPal or Stripe, and you agree to be bound by all the terms and conditions of such third-party payment processor for purposes of participating in the Transactions. In order for the Platform to provide the Platform Services to you, you, as applicable (i) designate us as your agent for the sole and exclusive purpose of processing Transactions on your behalf; and (ii) authorize us and/or our designated third-party payment processor to collect payments for Transactions on your behalf. The Company shall be entitled to receive a ten percent (10%) share of the revenue received from each of your Transactions (the “Revenue Share”) to support its operations and all Artists through the mission of the Platform, which shall be calculated on your gross revenue from each of your Transactions, not including any Transactions for which you or we are required to provide a refund, if any. You shall be solely responsible and liable for, and Company shall have no responsibility or liability for, any applicable fees charged to an Artist by its third party payment processors with respect to each Transaction and any Artist Payout, including without limitation any third party payment processor fees, credit card transaction fees (collectively, the “Fees”), bad debts (such as credit card returns or fraud), disputed payments, and refunds, taxes, duties, charges or levies, except as otherwise expressly provided in this Agreement. Except as otherwise expressly set forth in these Terms and Conditions of Use, you shall be solely responsible and liable for, and Company shall have no responsibility or liability for, all royalties, fees, amounts due under any applicable collective bargaining agreements, and any other monies that are or may become payable to the authors, composers, artists, producers, publishers, administrators and any other holder of rights related to Transactions or the use of any Content submitted by your to the Platform, including without limitation any Digital Content, hereunder, including without limitation any “Third Party Right Holders” (as such term is defined below). You, as the Artist, will receive the gross proceeds from each Transaction, minus the applicable Revenue Share less any applicable Fees (an “Artist Payout”). Artist Payouts occur if, as, and when you, as an Artist, elect to take such payout for one or more Transactions by going through the applicable workflow for the same through the Site, and all such Artist Payouts shall occur in accordance with the applicable terms and conditions of this Agreement and the applicable third party payment processor which is processing any such Artist Payout. When you receive a payment for a Transaction, you may be liable to the Company or the applicable third-party payment processor for the full Transaction amount, plus any applicable service Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you may be responsible for the amount of the gift payment made and sent by a fan, plus the applicable Fees if there is a chargeback, a dispute, or if there is a reversal of the gift payment. You agree to allow the Company to recover any amounts due to the Company by debiting your account or by instructing our third-party payment processors to direct such amounts to us. If there are insufficient funds to cover your liability, you agree to reimburse the Company through other means. In certain jurisdictions, tax regulations may require that we collect and/or report information about you, your Transactions and/or withhold taxes from any Artist Payout to you. Accordingly, if and as applicable, the Company will report any information to the relevant tax authority and you as required by any applicable law and may withhold any taxes, duties, charges or levies on payouts to you as required by any applicable law. In such a case, the Company shall remit any such withheld taxes, duties, charges or levies to the appropriate tax authority. Pursuant to this Agreement you are required to provide the Company, and any third party payment processor affiliated with the Company, with any and all information reasonably necessary for the Company, and any third party payment processor affiliated with the Company, to fulfill its tax information reporting and tax withholding obligations as required by any applicable law. The Company retains the right to redistribute previously received copies of your Digital Content to any user who has, in the Company’s sole determination, previously received a corrupted copy of your Digital Content, an incorrect file format version of your Digital Content, an incomplete copy of your Digital Content, or suffered a loss of your Digital Content through equipment failure, damage, theft or destruction, all without a fee or charge to the user and otherwise without any further gift of a tip to the Artist, where such redistribution may, at the election of the Company in its sole and absolute discretion, if at all, be effectuated by allowing a user to redownload a replacement copy through the Platform. A user that has a Username account will also be permitted to re-download any previously received Digital Content from an Artist without fee or charge otherwise without any further gift of a tip to the Artist as the gift of the Digital Content from the Artist to any user has already been made. In the event of any of the foregoing redistributions, no additional payments or other remuneration shall be made to you as an Artist and no solicitation of a gift of a tip for any such re-download or re-distribution of any such Digital Content may be made to any user for any such re-download or re-distribution any such Digital Content. The Company hereby retains the right, but does not have the obligation, to immediately halt the offering of any Digital Content or any Service on the Site or Platform and may additionally prevent or restrict access to the Site, Service, or Platform or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by these Terms and Conditions of Use or the procedures, guidelines, or terms and conditions otherwise contained on the Site, Service, or the Platform, or for any other reason in the sole and absolute discretion of Company, and to correct any inaccurate listing or technical problems on the Site, Service or Platform, all without prior notice to Artists or fans. The Company may, without any prior notice of any kind, immediately halt the offering of any Digital Content or any Service on the Platform upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is or becomes apparent with respect to any Digital Content or any Service on the Platform. Additional Fees. In addition to the fees set forth above, the Company reserves the right to require payment of fees for certain additional features or services offered through the Platform, including without limitation the Audio Services offered through the Platform. Should you elect to utilize such features or services, you shall pay all applicable fees, as described on the Site in connection with utilizing such features or services. The Company reserves the right to change the price for any such service or feature and otherwise institute new charges for any such service or feature at any time upon notice to you of the same, which may be, in the sole and absolute discretion of the Company, either be sent by e-mail to you or otherwise posted on the Site. Use of the Platform, or any Service thereof, by you following such notification constitutes your unconditional acceptance of any new or increased charges. Third Party Sites. The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so solely at your own risk as any third party website other than the Site and Platform are not under the Company’s control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third party websites or resources. The inclusion of any such link to any third party website does not constitute or otherwise imply an endorsement by the Company of such third party website or any association with the owners or operators of any such third party website. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third party website or resource. MusicBAE Platform Content and License. You acknowledge, understand, and agree that the Site, Service and Platform contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and shall maintain all copyright notices, information, and restrictions contained in any Content accessed through the Site, Service, or Platform. Company grants each user of the Site, Service and Platform a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company or from the copyright holder identified in such Content’s copyright notice. Accordingly, you shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates either the Company’s right or the rights of any third party, including without limitation any “Third Party Rights Holders” (as such term is defined below). Intellectual Property Rights and Licenses Applicable to Artists. The Platform provides Artists with the ability to upload Digital Content owned or controlled by such Artists to the Platform, which include without limitation sound recordings (“Sound Recordings”) and the musical works embodied within such Sound Recordings (“Musical Works”) and any “Artworks” (as defined below) associated with such Musical Works (collectively, the Sound Recordings and Artworks are, the Artist’s “Music”, which may become Digital Content hereunder after being uploaded to the Site and Platform by the Artist, all upon the terms and conditions set forth in this Agreement). The Company will not have any ownership rights in any elements of an Artist’s Music; provided however, that the Company requires a certain license with respect to an Artists’ Music to perform the Services associated with the Site and Platform. Therefore, each Artist uploading Music to the Platform hereby knowingly grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivative works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (1) the Artist’s Music and perform the Services of the Platform on the Artist’s behalf (e.g., reproduce, transcode, copy and store the Artist’s Music on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist’s Music) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Service; (ii) allow users of the Site, Service, and Platform to receive public performances and public displays of the Artist’s Music and Artworks and to reproduce the Artist’s Music and Artworks on any and all devices owned or controlled by any user for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Services associated with the Site and the Platform. To enable Company to Exploit your Music pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Site, Service, and Platform or in the marketing, promotion or advertising of the Site, Service, and Platform including in all forms of marketing, promotion, and advertising materials now known or hereafter created. Notwithstanding the foregoing, the Company will not use the Site, Service, or Platform to, and will use commercially reasonable efforts given the nature of the Service of the Site and Platform to not permit others from using the Site and Platform to, directly access any Artist’s Music on the Site and Platform for the purposes of training any models, including without limitation any artificial intelligence models, to generate sound recordings, videos synchronized with sound recordings or other audiovisual works, or musical works embodied within sound recordings and music videos, from the Artist’s Music without that Artist’s express permission. Each Artist, by uploading any Music or Artworks to the Site or Platform, hereby understands, acknowledges, and agrees and otherwise represents and warrants that: (a) each such Artist can demonstrate to Company’s full satisfaction upon request, that (i) you own or otherwise control all rights to your Music and Artworks (or that such Music and Artworks are in the public domain or have otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into this Agreement and to grant all of the rights with respect to the Artist’s Music or Artworks as set forth in this Agreement (hereinafter “Direct Licensed”); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Music and Artworks you upload to the Platform and Site via the Service; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Artworks, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks) as contemplated by these Terms and Conditions of Use, and (iv) you are authorized to grant all of the aforementioned rights to the Music and/or Artworks to the Company and all users of the Platform. The representations and warranties in this paragraph with respect to rights and authorizations in Music shall be deemed to apply with respect to any and all performance and/or mechanical rights in any Musical Work. (b) you represent and warrant that the use or other exploitation of your Music and/or Artworks by Company and its authorized sublicensees and distributors and/or by users of the Site, Service, and Platform as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights of any third party, including without limitation any Third Party Rights Holders; (c) you represent and warrant that, to the ex tent that you upload any Music to the Site or Platform through the Service as a duly authorized representative of an Artist Entity and any and all Represented Artists associated with such Artist Entity with the authority to bind such Artist Entity or Represented Artist to these Terms and Conditions of Use, you have actual and/or constructive knowledge of the identity and relationship of any and all Third Party Rights Holders, if any, related to or otherwise associated with such Music and have the express authorization of each and all of such Third Party Rights Holders related to or otherwise associated with such Music to be in compliance with the requirements for the same set forth in these Terms and Conditions of Use and shall provide any and all such information regarding any and all Third Party Rights Holders related to or otherwise associated with such Music to the Company at the Company’s request so that the Company may reasonably verify the factual basis for your representation and warranties made herein; (d) that no fees of any kind shall be due from the Company to any third party, including without limitation any applicable union, guild, vocalist, songwriter, or musician, engineer or producer, performing rights organization, mechanical rights organization, collective rights organization, or any publishing entity (said persons and entities being ’Third Party Rights Holders”) for the use or re-use of your Music pursuant to, and as authorized under, this Agreement. For clarity you represent that no royalties, fees, or other compensation or remuneration of any kind shall be due from the Company to any Third Party Rights Holders with respect to the Music uploaded to the Site and Platform from the Service and with respect to any and all Transactions made through the Site, Service, and Platform regardless of whether any such Transaction is deemed to have occurred in or within the United States or any other applicable jurisdiction. If any agreement you may have entered into with any third party, including without limitation any Third Party Rights Holders, whether by law or contract, prohibits you from granting company the right and license set forth set forth in subsection (a) to (d) above and making the representations and warranties set forth in the subsection (a) to (d) above (the “Digital Content License”) or any other right and license set forth in this Agreement with respect to any Music, then you are prohibited from uploading such Music to the Platform and shall be responsible for indemnifying and holding the Company harmless from and against any and all claims arising from the exploitation of your Music on the Site, Service and Platform, including all court costs and legal fees. If for any reason at any time the Company reasonably suspects or otherwise determines that you have uploaded Music to the Platform where you did not, or could not, grant the Digital Content License or where there is, or may have been, an agreement with a third party in existence requiring certain royalties, payments, or other remuneration, either before or after one or more Transactions have occurred, then you hereby acknowledge, understand, and agree that the Company may, in its sole and absolute discretion and without limiting any other rights or remedies the Company may have hereunder, at law or in equity, (i) immediately and indefinitely refuse to process any Artis Payout to the user and/or Username and hold any and all funds associated with such Username account to satisfy any amounts possibly owed to any third parties, including without limitation any Third Party Rights Holders; (ii) deduct and accrue any amount from the gross revenue from any Transactions related to such Username; (iii) remove any or all Music submitted by such Username from the Service, and/or (iv) terminate your access to all or any part of the Site, Service, or Platform. The Company shall have no obligation, but reserves the right, to review the accuracy of any information provided by a user with respect to the possible existence of Third Party Rights Holders, and further shall have no obligation, but reserves the right, to review Music uploaded to the Site and Platform through the Service to determine if it infringes upon the rights of any party, including without limitation, any Third Party Rights Holders. You hereby expressly acknowledge, understand, and agree to allow the Company to utilize all commercially reasonable means to recover any amounts not otherwise retained by the Company at the time of the Transaction as a result of your misrepresentation with respect to the Digital Content License of any Music you have submitted to the Site and Platform through the Service. In such circumstances, the Company may debit your Username account, or any other account associated with you as a user, and if there are insufficient funds to cover your liability, you agree to reimburse the Company in full through other means. Intellectual Property Rights and Licenses Applicable to Fans. The Platform provides users with the ability to add, create, upload, submit, distribute or post (“Submitting” or “Submission”) certain content, which may include without limitation as may be applicable, written comments, data, text, photographs, images, videos, audio clips, software, links, scripts, graphics, or other information to the Site (collectively, the “User Submissions”). By Submitting User Submissions to the Site or Platform or otherwise through the Service, you hereby understand, acknowledge, and agree that by Submitting any User Submission to the Site or Platform through the Service, you are publishing that User Submission to the public, and that you may be identified publicly by your Username in association with any such User Submission; by Submitting any User Submissions to the Site or Platform through the Service, you hereby grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, publicly display, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), communicate to the public, synchronize and otherwise fully exploit any and all User Submissions in connection with the Site and the Platform and the Company’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Site or the Platform (and derivative works thereof) in any and all media formats and through any and all media channels (including, without limitation, third party websites), whether now known or hereafter developed. You also hereby do and shall grant each user of the Site, Service, and Platform a non-exclusive license to access your User Submissions through the Site, Service and Platform, and to use, edit, modify, reproduce (on any and all devices owned or controlled by the user), distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For the avoidance of doubt, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing. In accordance with, and otherwise in addition to any other applicable provisions set forth in these Terms and Conditions for Use, you hereby represent and warrant, and can demonstrate to Company’s full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain or is otherwise Direct Licensed; (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms and Conditions of Use and to grant the licensed rights set forth above; (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms and Conditions of Use; (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to the Company and to all users of the Site, Service, and Platform; (v) you agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Site, Service, and Platform, if any; (vi) that the use or other exploitation of such User Submissions by the Company and the use or other exploitation by users of the Site, Service and Platform as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights of any third party or any Third Party Rights Holders; (vii) you understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information Submitted by you; and that all information publicly posted or privately transmitted through the Site, Service, and Platform is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content and cannot guarantee the identity of any other users with whom you may interact with in the course of using the Site, Service, or Platform. The Company does not endorse and has no control over any User Submission. Therefore, the Company cannot guarantee the authenticity of any data or information which users may provide about themselves or others. You acknowledge that all Content accessed by you using the Site, Service, and Platform is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Termination of MusicBAE account. The Company may terminate your access to all or any part of the Site, Service, or Platform at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your MusicBAE Username account and domain, including without limitation, any access to any Digital Content you may have received through the Platform. If you wish to terminate your MusicBAE account, then you may do so by following the instructions on the Site and Platform or otherwise contact info@musicbae.com. Any fees or other monies owed to the Company or any other third party, including without limitation any third party payment processor, paid hereunder are non-refundable upon any termination of your MusicBAE Username account or domain, except as otherwise expressly provided in this Agreement. All provisions of these Terms and Conditions of Use which by their nature should commercially, reasonably survive termination shall hereby be deemed to survive termination, including without limitation, all ownership provisions, warranty disclaimers, indemnity and limitations of liability set forth herein. Warranty Disclaimer. Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Site, Service, and Platform; what Content you access via the Site, Service and Platform; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. Accordingly, you hereby understand, agree, that you are releasing the Company from any and all liability for you having acquired or not acquired or having viewed or otherwise accessed any and all Content through the Site, Service, and Platform. The Site, Service and Platform may contain, or direct you to certain third party websites that contain, information that you or some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, Service, or Platform, and the Company will not be responsible or liable to any extent for the accuracy, copyright compliance, legality, decency of material contained in or accessed through the Site, Service, or Platform. To the maximum extent and duration provided by any applicable law, the Site and Platform, and all Content and Service provided through the Site and Platform, is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are hereby expressly disclaimed in their entirety. Company, and its directors, officers, employees, contractors, agents, suppliers, partners, affiliates, service providers and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Site, Service or Platform is free of viruses or other harmful components; or (d) the results of using the Site, Service or Platform will meet your requirements. Your use of the Site, Service, and Platform is solely, and wholly, at your own risk. Pursuant to and depending upon any applicable law, there may be no limitations to the extent and duration of the express and implied warranties set forth above or the above limitations may not apply to you to some other extent and duration, and, as such, it is solely up to you, and is your obligation, to understand the extent and duration, if any, of all the express and implied warranties set forth above or the limitations thereon which you have agreed to in this Agreement. Privacy. Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, share and safeguard personal information collected when you use the Site, Service, and Platform. Fan-Supplied Personal Information Disclaimer. Please see our Privacy Policy for information on how we collect, use, share and safeguard personal information. The Company requires each Artist to agree to the terms set forth in the next section of this Agreement. However, you acknowledge that Company has no control over Artists’ use of any personal information, or any other information, about fans which they may receive from the Site, Service, or Platform, whether directly or indirectly from you, including without limitation your email address, country of residence, location, zip/postal code, Username, etc. (“Fan-Supplied Information”), and you further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any Artists’ use of such Fan Information. Artists Covenant regarding Fan-Supplied Personal Information. In connection with certain features of the Site, Service, and Platform, you may collect or have access to certain types of Fan-Supplied Information. You acknowledge and agree that you will not disclose, rent, or sell any Fan-Supplied Information to any third party, and you will use the Fan-Supplied Information only in connection with your use of the Site, Service, and Platform. Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site, Service, or Platform or any website linked to the Site, Service or Platform. Company will not be liable for the privacy of e-mail addresses, registration and identification information, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, Service and Platform, or otherwise connected with your use of the Site, Service, and Platform. Indemnification of the Company. You shall defend, indemnify, and hold harmless Company and its affiliates, authorized sublicensees and distributors, and each of their respective employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys’ fees and court costs, that arise from or relate to your use or misuse of, or access to, the Site, Service, Platform, or Content or otherwise from your User Submissions to the Site, Service, or Platform, your or any other person or entity’s violation of these Terms and Conditions of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties agreed to in these Terms and Conditions of Use and the Agreement. For clarity’s sake, you hereby agree to defend, indemnify, and hold harmless the Company from any and all claims by a third party owning, controlling or claiming any right in or to your Music or Digital Content, including without limitation claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees, including without limitation, if and as applicable, for any claims by collecting societies or authorized publishing entities or any Third Party Rights Holders. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will provide commercially reasonable assistance and cooperation with Company in asserting any available defenses at your sole expense. Limitation of Liability of the Company. To the maximum extent provided by any applicable law, in no event shall the Company, nor its directors, officers, employees, contractors, agents, partners, suppliers, affiliates, service providers, payment processors, or content providers be liable under contract, tort, strict liability, negligence or any other legal, equitable, or common law theory in any jurisdiction, including without limitation that of the State of Wyoming of the United States of America, with respect to the Site, Service, or Platform (i) for any lost profits, data loss, cost of procurement of substitute goods or services; special, indirect, incidental, punitive, or consequential damages of any kind whatsoever; or for any substitute goods or services, however arising and regardless of circumstance, (ii) for any bugs, viruses, trojan horses, or the like, regardless of the any determined or suspected source of origination, or (iii) for any direct damages in excess of, in the aggregate, one-hundred U.S. dollars ($100.00). Because any Transaction on the Site, Service or Platform should not be deemed or otherwise be considered to be a sales transaction by any applicable jurisdiction since the nature of the Transaction is that of one or more gift transactions, or even if any Transaction is deemed to be a sales transaction by any applicable jurisdiction, because the Company is neither a buyer or seller party in any such Transaction, if a dispute arises between one or more participants in a Transaction, then you hereby release the Company (and its affiliates, agents, employees, contractors, or third party payment processors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such dispute. If you are a State of California resident, then you hereby expressly, knowingly, and voluntarily waive California Civil Code §1542, or any substantially equivalent provision in any other applicable law if you are a resident of or subject to any other applicable jurisdiction, which states that: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You, being aware of said code section, hereby expressly waive any rights you may have thereunder, or under any substantially equivalent provision in any other applicable law of any other applicable jurisdiction, as well as under any other applicable statutes, equitable remedy, or other common law principles of similar effect under any applicable law of any applicable jurisdiction. Accordingly, you hereby acknowledge, understand, and agree that this waiver is an essential and material term of these Terms and Conditions of Use and this Agreement, and that without such waiver, this Agreement would not have been entered into by and between the Company and you. Additionally, because any Transaction on the Site, Service or Platform should not be deemed or otherwise be considered to be a sales transaction by any applicable jurisdiction since the nature of the Transaction is that of one or more gift transactions, or even if any Transaction is deemed to be a sales transaction by any applicable jurisdiction, because the Company is neither a buyer or seller party in any such Transaction, if a dispute arises between one or more participants in a Transaction, then both the Artists and fans hereby acknowledge, understand, and agree that between Artists and fans the Company is not the agent of either for any purpose. As such, the Company does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such Transaction. Artists are individually responsible for compliance with all consumer rights laws applicable to their Transactions, if any, including without limitation any consumer rights laws of any and all applicable jurisdictions which may be applicable to any Transaction on the Site, Service, and Platform. Use of the Site and Platform outside of the Jurisdiction of the State of Wyoming, USA. The Company makes no representation that the Content, the Site, Service or Platform is appropriate or available for use in locations outside of the state of Wyoming in the United States of America and accessing the Site, Service, or Platform is prohibited in and from all territories or jurisdictions where such Content, or where the Site, Service, or Platform, is or may reasonably be believed to be illegal. If you access or otherwise use the Site, Service, or Platform from any other location other than the state of Wyoming, you do so entirely of your own knowing volition and at your own risk, and you alone, not the Company, are responsible for your compliance with any and all applicable local, state, and national laws with respect to accessing or otherwise using the Site, Service, or Platform from any other location other than the state of Wyoming in the United States of America. Jurisdiction, Venue, and Dispute Resolution of Any and All Claims through Arbitration. These Terms and Conditions of Use and the Agreement made hereunder and thereunder shall be governed by and construed in accordance with the laws of the State of Wyoming in the United States of America, as such laws are applied to contracts executed by and between residents of the State of Wyoming which are so made and executed within the geographical confines of said State of Wyoming, thereby specifically, knowingly, and expressly excluding any applicable conflicts of law rules. Any dispute or claim arising from or relating to the subject matter of these Terms and Conditions of Use and/or the Agreement shall be finally settled by binding arbitration in Clark County, Las Vegas, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including without limitation reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Any judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties to this Agreement hereby consent to the exclusive jurisdiction and venue of the federal courts located in the United States District Court for the District of Wyoming located in or nearest to Sheridan, Wyoming and state courts of Wyoming located in or nearest to Sheridan, Wyoming. Use of the Site, Service and Platform is not authorized for any user located in any jurisdiction that does not, or commercially reasonably would not be expected to, give effect to each and all of the provisions of these Terms and Conditions of Use, including without limitation, this section or otherwise recognize the validity and enforceability of the Agreement, and any such user using, knowlingly or otherwise, the Site, Service and Platform in any such non-affirming jurisdiction shall nonetheless indemnify the Company for any and all expenses arising from or otherwise related to any enforcement of these Terms and Conditions of Use and otherwise in recognizing the validity and enforceability of the Agreement and enforcing the same on any such user in any such non-affirming jurisdiction. A printed version of these Terms and Conditions of Use and of any notice given in electronic form shall be admissible in judicial, administrative, or arbitration proceedings arising from, based upon, or otherwise relating to these Terms and Conditions of Use and/or the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and the Company hereby acknowledge, understand, and agree that any cause of action arising out of or related to the Platform must commence within one (1) year after the cause of action arose; otherwise, such cause of action shall be deemed to be void and permanently barred and, as such, shall be dismissable as such in any action with full prejudice. SMS AND EMAIL NOTIFICATION TERMS. Email Notifications. As an artist on the MusicBae platform, you may receive transactional email notifications when a fan sends you a tip. Email tip notifications are enabled by default when you create an artist account. You may disable email notifications at any time by going to your Artist Dashboard → Profile tab and turning off the "Receive Tip Notifications" toggle. You may also opt out by contacting us at info@musicbae.com with the subject line "Email Opt-Out." SMS / Text Message Notifications. MusicBae offers optional SMS (text message) tip notifications to artists. SMS notifications are strictly opt-in. You will not receive any SMS messages from MusicBae unless you expressly enable this feature. To opt in to SMS notifications, you must: (i) navigate to your Artist Dashboard → Profile tab; (ii) enable the "Receive Text (SMS) Notifications" toggle; and (iii) provide your mobile phone number with country code. By completing these steps, you expressly consent to receive automated SMS tip alert messages from MusicBae sent via Twilio at the phone number you provide. Your consent and the date and time of your consent are recorded in our system. SMS Opt-Out. You may withdraw your consent to receive SMS messages and opt out at any time using any of the following methods: (i) reply STOP to any SMS message sent by MusicBae; (ii) go to your Artist Dashboard → Profile tab and turn off the "Receive Text (SMS) Notifications" toggle; or (iii) contact us at info@musicbae.com with the subject line "SMS Opt-Out" and your phone number. Upon opting out, you will receive a single confirmation message and no further SMS messages will be sent unless you re-enable the toggle. Message Frequency and Rates. SMS notifications from MusicBae are transactional only — you receive one message per tip received. MusicBae does not send promotional, marketing, or bulk SMS messages. Message and data rates may apply based on your mobile carrier plan. For help, reply HELP to any MusicBae SMS message or contact info@musicbae.com. Phone Number. The phone number you provide for SMS notifications is stored securely in your account, used solely for sending tip alert messages, and is never sold or shared with third parties for any other purpose. You may update or remove your phone number at any time through your Profile settings. Consent to receive SMS messages is not a condition of using the MusicBae platform or any of its services. Entire Agreement; Integration and Severability. These Terms and Conditions of Use and the Agreement made thereby with you constitutes the entire agreement between you and Company with respect to the Site, Service, and Platform and the use of the Site, Service and Platform, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Site, Service and Platform. If any provision of these Terms and Conditions of Use or the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary pursuant to any applicable law so that these Terms and Conditions of Use and the Agreement will otherwise remain in full force and effect and enforceable in any such jurisdiction. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Miscellaneous. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms and Conditions of Use and this Agreement are personal to you, and are not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without your consent, prior or otherwise. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions of Use and the Agreement, and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms and Conditions of Use or the Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms and Conditions of Use and the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when, if at all, receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement. MusicBAE Inc., is a company incorporated under the laws of Wyoming with its main place of business at 30 N. Gould Street, Suite R, Sheridan Wyoming 82801.