Terms & Conditions

Updated July 22, 2022

1. Acceptance of Terms & Conditions

By using this website together with any online platform, software-as-a-service offerings and other services (together, the "Site") offered by Utopia group (Utopia Music AG and its affiliates and subsidiaries, including without limitation Lyric Financial LLC) (collectively, “Utopia” “we” “our” or “us”), you agree to accept these terms and conditions (the "Terms") between you and/or any entity you represent (collectively, "you" “yours” or the "Customer") and us.

By using the Site you will be deemed to have irrevocably agreed to these Terms. Some areas of the Site may be subject to additional terms and conditions, which you should read carefully before making any use of those areas. Such additional terms will not change or replace these Terms regarding use of the Site, unless otherwise expressly stated.

In addition to these Terms, you may enter other agreements that govern your use of the Site. If there is any contradiction between these Terms and another agreement you enter applicable to specific aspects of the Site, the other agreement shall take precedence in relation to the specific aspects of the Site to which it applies.

To request an Accelerated Royalty Payment via the Site (“Accelerate”), you will also be required to agree to the additional terms in our Accelerate Royalty Purchase Agreement, which incorporates these Terms by reference.

You represent and warrant that you are authorized to accept the Terms on behalf of yourself or the entity you represent. If you do not have such authority, or if you do not agree with the Terms, including the Privacy Policy incorporated herein, you may not use the Site.

THESE TERMS AND CONDITIONS REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE SEE SECTION 14(A) FOR MORE INFORMATION.

2. Changes to these Terms

We may modify or amend these Terms prospectively from time to time in our sole discretion. Your continued use or accessing of the Site following the posting of any changes to the Terms constitutes your acceptance of such changes. You agree to be notified of changes to the Terms via posting of updates on the Site.

3. Eligibility

The Site is intended for use by users who are over the age of 18 and reside in the United States, its territories and possessions (“U.S.”) or those outside of the U.S. that consent to use the online services in accordance with U.S. laws, these Terms and our Privacy Policy. By using the Site, you state that you are 18 or older and that you agree to and abide by these Terms. If you violate any of these Terms or otherwise violate an agreement between you and us, we may terminate your account in accordance with Section 11 (Termination) below.

4. Access to and Availability of the Site

We may change, suspend or discontinue any aspect of the Site at any time (and any elements and features of them), in whole or in part, for any reason, in our sole discretion, without notice or liability to you, including pursuant to Section 11 (Termination) below.

5. Registration, Passwords, Unauthorized Use of Your Utopia Account

If you establish a Utopia account, you agree to provide true, accurate, current and complete data in connection with that account. Any usernames and passwords used for this Site or services are for individual use only. You are solely responsible for maintaining the security and confidentiality of the password you use to access your account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You are responsible for providing true and accurate information in connection with obtaining the services available through the Site.

6. Ownership of intellectual property rights

You acknowledge and agree that we retain all right, title and interest, including all related Intellectual Property Rights, in and to the Utopia Technology and the Site. “Utopia Technology” means all information, the platform and any software (including any object code and source code), machine-learning and artificial intelligence technologies, application program interfaces (APIs), algorithms, software development kits (SDKs), updates, modifications, customizations, enhancements, data, know-how and trade secrets provided or made available by or on behalf of Utopia to you hereunder. “Intellectual Property Rights” means any (a) trademarks, service marks, trade names, trade dress and Internet domain names, together with all goodwill and common law rights associated therewith; (b) patents; (c) copyrights; (d) registrations and applications for registration of any of the foregoing in (a)-(c); (e) trade secrets; and (f) rights of privacy and/or publicity; and all other forms of intellectual property or proprietary rights, and derivatives thereof. The trademarks, trade names, service names or logos associated with the Site (collectively, the "Marks") are trademarks of Utopia or its licensors, and no right or license is granted to use them. Customer hereby acknowledges Utopia or its licensors' perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. Customer agrees not to use or attempt to register any trademark, domain name, Twitter handle or other electronic identifier that is confusingly or deceptively similar to the Marks.

7. Copyright and trademark claims

If you believe that the Site violates your copyright, trademark or other intellectual property rights, please contact us at concerns@lyricfinancial.com to report your concern, including the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the rights holder; (b) an identification and location on the website (or Service) of the property that is claimed to be infringed; (c) a written statement by such person that he, she or it has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) such person’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such person that the foregoing information in the notice is accurate and, under penalty of perjury, that the person delivering the notice is the owner of the property in question or authorized to act on the owner’s behalf.

8. Customer Data; Third-Party Accounts

In connection with your use of the Site, and/or to access certain services, including, without limitation, Utopia Accelerate, you can or may be required to provide, or authorize us to obtain directly from the applicable data source, certain data about you, your works, and your revenue sources (collectively, the “Customer Data”), including, without limitation, data relating to your musical works, sound recordings, merchandise, and/or other works in which you have an interest (collectively, your “Works”), passwords, usernames, PINs, other log-in information, bank account information, revenue sources, revenue information, royalty statements, contact information, and other information, including via third-party partners or third-party accounts. As used herein, “Utopia Accelerate” means the service on the Site that, among other things, enables Utopia to purchase a certain amount of future music royalties of an artist, songwriter, label, publisher or other copyright owner. We may use and store the Customer Data in accordance with these Terms and our Privacy Policy.

When you create an account on the Site and/or use certain services made available on the Site, including, without limitation, Utopia’s data aggregation services, you may have the ability to identify certain third parties with whom you have an account relating to the distribution, licensing, merchandising, monetization, or other exploitation or administration of your Works (each such account specifically identified by you in your use of the Site, a “Third-Party Account”). For example, you may have the option of using the “Select a Data Source” feature to select your Third-Party Accounts from which Utopia may access and aggregate Customer Data. By selecting a Third-Party Account on the Site, you expressly authorize and direct us, on your behalf, to access, collect, and retrieve Customer Data made available by the relevant third party.

FOR PURPOSES OF THESE TERMS AND SOLELY TO OBTAIN AND PROVIDE THE CUSTOMER DATA TO YOU AS PART OF THE SERVICES HEREUNDER, YOU APPOINT US AS YOUR AGENT TO ACCESS THE THIRD-PARTY ACCOUNTS TO RETRIEVE YOUR CUSTOMER DATA. WE WILL BE ACTING AS YOUR AGENT SOLELY FOR THIS PURPOSE AND WILL NOT BE ACTING ON BEHALF OF THE THIRD PARTY. YOU FURTHER AGREE THAT SUCH THIRD-PARTY MAY RELY ON THE FOREGOING AGENCY GRANTED BY YOU.

You hereby authorize us, and grant us a perpetual, irrevocable, royalty-free, worldwide, transferable, non-exclusive, and sub-licensable license to copy, store, display, aggregate, modify, create derivative works from, and/or otherwise use the Customer Data to provide services to you (including, without limitation, Utopia Accelerate) and to develop, improve, provide, and operate Utopia’s other products, services, technologies and customer offerings.

You, not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, availability, timeliness, appropriateness, and intellectual property ownership or right to use of all Customer Data, whether provided directly by you or obtained by Utopia from the applicable Third-Party Account, and, to the maximum extent permitted by law, Utopia disclaims all representations and warranties regarding the same. Except as otherwise provided in the Privacy Policy with respect to your personal data, Utopia shall not be responsible or liable for the deletion, correction, destruction, damage, inadvertent disclosure, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data, nor shall Utopia be responsible for any failure of any applicable third party to provide Customer Data or to provide accurate or complete Customer Data. We reserve the right to withhold, remove and/or discard Customer Data without notice for any breach of this Agreement. Upon termination pursuant to Section 11, your right to access or use the Site and the Customer Data immediately ceases, and we shall have no obligation to maintain or forward any Customer Data.

You represent and warrant that all Customer Data provided by you via the Site shall be true and accurate, and that you have all rights, consents and licenses to all Customer Data (whether provided directly by you or obtained by us from the applicable Third-Party Account) as required for us to provide the services made available via the Site and to exercise Lyric’s rights under these Terms.

9. Feedback

You hereby assign and agree to assign to us all right, title, and interest in and to any feedback or suggestions (e.g., suggested improvements, bug reports), including all related intellectual property rights therein, you provide to us with respect to the Site or services provided to you hereunder (collectively, “Feedback”). You acknowledge and agree that all such Feedback may be used by us for any purpose and in any manner, and we may allow others to do so as well.

10. Indemnification

You agree to defend, indemnify and hold harmless Utopia, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach of these terms, including any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any Customer Data onto Utopia’s servers, and/or from any and all use of your Utopia account; (b) any misrepresentation made by you or provision of incorrect or fraudulent Customer Data in connection with your use of the Site; and (c) your violation of any law or the rights of a third party (including without limitation any negligent, willful, tortious or illegal conduct by you affecting a third party). This indemnity will survive termination of this Agreement.

11. Termination

We may, in its sole discretion, terminate your password, account (or any part thereof) or use of the Site or remove and discard any information stored, sent, or received via the online services without prior notice and for any reason or no reason, including, but not limited to: (i) permitting another person or entity to use your identification to access the Site, (ii) any unauthorized access or use of the Site, (iii) any violation of these Terms, (iv) engaging in any fraudulent or unlawful activities in connection with your use of the Site or (v) tampering with or altering any of the software, data files, and/or content contained in or accessed through, the Site. You may terminate your account for any reason or no reason. Termination, suspension, or cancellation of these Terms or your access rights to the online services shall not affect any right or relief to which we may be entitled, at law or in equity. Upon such termination, suspension, or cancellation, all rights granted to you will automatically terminate and immediately revert to Utopia and its licensors and all rights granted by you to Utopia shall survive in perpetuity. We will have no liability for any suspension or termination of your account in accordance with this paragraph.

12. Limitation of liability and disclaimer of warranties

WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING FROM YOUR USE OF THE SITE, EVEN IF IT HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE SITE AND THE SERVICES MADE AVAILABLE THEREON (INCLUDING, WITHOUT LIMITATION, UTOPIA ACCELERATE) ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS AND THE CUSTOMER ASSUMES ALL RISK OF LOSS AND LIABILITY IN CONNECTION WITH CUSTOMER’S USE OF THE SITE AND SUCH SERVICES. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH OF THE UTOPIA PARTIES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE OR OTHER SERVICE. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO COMPLY WITH SECTION 5 (REGISTRATION, PASSWORDS, UNAUTHORIZED USE OF YOUR UTOPIA ACCOUNT). IN THE EVENT OF ANY LIABILITY ON THE PART OF UTOPIA, CUSTOMER AGREES THAT SUCH LIABILITY SHALL IN NO CASE EXCEED THE NET AMOUNT PAID BY UTOPIA TO YOU IN CONNECTION WITH THE TRANSACTION FROM WHICH THE LIABILITY AROSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UTOPIA, ITS PARENT, ITS AFFILIATES, AGENTS AND LICENSORS (COLLECTIVELY, THE “UTOPIA PARTIES”) DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, UTOPIA DOES NOT WARRANT THAT THE SITE AND ONLINE SERVICES, OR YOUR ACCESS TO OR USE OF THE SITE AND ONLINE SERVICES WILL (1) BE UNINTERRUPTED; (2) BE FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; (3) MEET YOUR REQUIREMENTS; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. UTOPIA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS SITE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UTOPIA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE SITE OR ANY WEB SITES LINKED TO THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. UTOPIA MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE SITE OR ANY WEBSITE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND UTOPIA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF THE SITE OR ANY OTHER WEB SITE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, UTOPIA PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU. THIS PARAGRAPH WILL ONLY APPLY IF AN ARBITRATOR WITH APPLICABLE JURISDICTION FINDS EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY TO BE UNCONSCIONABLE.

13. Prohibited activities

You may not, and agree that you shall not, engage in any of the following conduct in connection with your use of the Site:

○ Impersonating any person or entity, or submitting any materials to us that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of these terms, including, without limitation, utilizing misleading or otherwise manipulated

identifiers in order to disguise your identity;

○ Interfering with any user’s right to privacy; soliciting or collecting usernames, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;

○ Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”;

○ Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Utopia website or impair its proper functioning, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of Utopia website; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Utopia website;

○ Accessing or attempting to access the Service using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Service;

○ Uploading, posting or transmitting any content that advocates or provides instruction on fraudulent or illegal activity or communicating on or through the Service regarding fraudulent or illegal activities;

○ Engaging in any conduct that in our sole discretion restricts or inhibits any other user from enjoying the use of the Service.

14. General terms

(a) Arbitration. Any dispute, controversy or claim, whether in tort, contract or otherwise, between you and Utopia that arises from or relates to these Terms, including without limitation whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbitrator arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect from time to time. The arbitrator shall be selected by mutual agreement of you and Utopia, or at your or Utopia’s demand to the AAA if you and Utopia are unable to reach mutual agreement on the selection of an arbitrator within fifteen (15) days following the commencement of such discussions, by an experienced commercial arbitrator selected by the AAA. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be Nashville, Tennessee. The language to be used in all arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of Utopia’s right to seek injunctive or other equitable relief in any court of competent jurisdiction. Except as otherwise provided in “Indemnification”, you and Utopia shall each be responsible for your or its own fees, costs and expenses. and one-half of the AAA’s fees, costs and expenses. in connection with any arbitration between you and Utopia, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award, except as otherwise provided in “Indemnification”. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor Utopia shall be entitled to join or consolidate claims by or against other Utopia members, or arbitrate any claim as a class representative, class member or in a private attorney general capacity. If any provision of this arbitration agreement is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and Utopia are agreeing to give up any rights to litigate claims in a court or before a jury (but without limiting our right to seek injunctive or other equitable relief in any court of competent jurisdiction) or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.

(b) Governing Law. These Terms as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by, and are to be interpreted and enforced in accordance with, the laws of the State of Delaware, without regard to its conflicts of laws principles.

(c) Venue. Subject to the arbitration provisions above, and other than small claims actions as permitted therein, any action or proceeding arising from, relating to or in connection with these Terms of Service will be brought exclusively in the federal or state courts located in Nashville, Tennessee if you reside in the United States, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise.

(d) Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the online service and you will be responsible for all charges related to them.

(e) Severability. Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect.

(f) Assignment. Neither these Terms, nor any or your rights or obligations hereunder, may be assigned by you without the prior written approval of Utopia. We have the right to assign these Terms, and/or its and/or your rights and/or obligations hereunder, in whole or in part, without any restriction or notice to you. These Terms shall inure to the benefit of, and may be enforced by, you and Utopia, and your and Utopia’s, respective permitted successor and assigns.

(g) Written Agreements, Waivers and Notice; Notice to Utopia. For purposes of these Terms, written agreements, waivers and notice may be affected by e-mail or other electronic or digital means, and your acknowledgment or acceptance of, and/or agreement to, a written agreement or waiver may be indicated by electronic or digital means, including without limitation by clicking an “I Agree” box, check box, or similar electronic indication of acknowledgment, acceptance, agreement, consent or approval. No failure or delay by Utopia in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms. Except as otherwise noted in these Terms, Utopia’s address for the delivery of notice pursuant to these Terms & Conditions is: P.O. Box 120008, Nashville, TN 37212. You agree to cooperate fully in any Utopia inquiry concerning actual, alleged, or potential violations of these Terms.

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