VENICE CLICK-THROUGH DISTRIBUTION AND LICENSE AGREEMENT

This distribution agreement (this “Agreement”) is a binding legal agreement between You and Venice Innovation Labs Inc., 1001 Wilshire Boulevard PMB 2272, Los Angeles, CA 90017 (“Distributor”, “we,” “our” or “us”) regarding Your use of Distributor’s distribution service on Distributor’s platform (the “Platform”). If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement, You represent and warrant to us that You are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that Distributor is fully entitled to rely on that fact (in which case, the term “You” or “Your” includes all such people and entities) in our performance under this Agreement. Reference is hereby made to membership of the Platform that You have purchased and/or acquired that is currently active (“Platform Membership”).

By clicking “I agree” to this Agreement, You are accepting the terms and conditions below. On the date You click “I agree”, this Agreement will automatically become effective as of the date that the Platform Membership first became effective (the “Effective Date”).

If You do not agree to the terms of this Agreement, please select the “I decline” button below. If You do not accept these terms, You may not access or use Distributor’s distribution services on the Platform in any manner.

Notwithstanding anything to the contrary herein, in the event You are currently party to a separate and active distribution and license agreement with Distributor and/or in the future become party to a separate distribution and license agreement with Distributor for the same Content subject to this Agreement (“Other Venice Distribution Agreement”), then such Other Venice Distribution Agreement shall supersede and control and this Agreement shall not be effective even if you click “I agree”.

CERTAIN DEFINED TERMS.

“Additional Content” means all remixes, videos, and other derivatives of the Recordings Delivered to Distributor hereunder.
“Artist” means the recording artist(s) whose performances are embodied in the Recordings.
“Composition(s)” means any and all musical composition(s) embodied in the Recordings.
“Content” means the Recordings, Ancillary Materials (as defined below), and, if applicable, Additional Content Delivered to Distributor hereunder and/or uploaded to the Platform.
“Deliver” or “Delivery” or “Delivered” as used herein shall mean actual receipt and acceptance by us of fully mixed, edited and equalized Recordings (each such Recording subject to Distributor’s approval as technically and commercially satisfactory in Distributor’s sole discretion), together with all applicable artwork and materials (collectively, “Ancillary Materials”), consents, approvals, clearances, licenses, mechanical licenses, permissions, and side artist, sample and producer agreements, including without limitation, in connection with any Third Party Contributors of the Recordings.
“DSP” means a digital retailer or service provider.
“Recording(s)” means all audio and audio-visual recordings embodying the recorded performances of Artist.
“Territory” means the universe.
“Third Party Contributors” means artists, producers, mixers, remixers, session musicians, video producers and the owners and/or controllers of any rights in and to any so-called “sample” embodied in any Recordings and Ancillary Materials.

ROYALTY. Distributor shall credit to Your account an amount equal to one hundred percent (100%) of Net Income (defined below) derived from the exploitation of the Content (“Your Revenue Share”).

Your Revenue Share credited to Your account is deemed “all-in” and shall be inclusive of all royalties payable to the You, Artist, Third Party Contributors, songwriters and/or music publishers, and all other persons and entities in connection with the exploitation of the Content (including mechanical royalties, except to the extent that third parties or platforms pay such royalties directly to any applicable songwriters and/or music publishers).
“Net Income” means (i) gross revenue actually received by or credited to Distributor directly and identifiably arising from the exploitation of the Content, on a fully-cross collateralized basis across all Content, less (ii) Deductions. “Deductions” mean any and all costs and expenses incurred by or charged to Distributor in connection with the exploitation of the Content, including, without limitation, returns, manufacturing costs, platform fees, standard payment processing fees, ingestion fees, distribution fees, synchronization agent fees, conversion costs, and any taxes, VAT, surcharges, other fees or duties imposed by government agencies or Distributor’s partners and actually paid by or charged to Distributor. Distributor shall have no obligation to pay Net Income to You, unless and until Distributor has actually received or been credited the applicable gross revenue.

RIGHTS. By uploading Your Content onto the Platform, You hereby irrevocably grant to Distributor and its distributors and licensees the following rights, during the Term (defined below), throughout the Territory:

The non-exclusive right and license to reproduce, copy, disseminate, transmit, perform, communicate, broadcast, promote, market and otherwise exploit the Content in any and all media and by any means whether now or hereafter known, including, but not limited to, digital, and electronic formats (including the exploitation of any audiovisual works associated with the Content including music videos), but specifically excluding only physical formats, throughout the Territory during the Term. Upon expiration of the Term, Distributor shall have the continued right to exploit the Content on a non-exclusive basis until finalization of the takedown process. Distributor will instruct all platforms and services serviced by Distributor to remove the Content in question no later than forty-five (45) business days of expiration of the Term. Notwithstanding anything to the contrary contained herein, Distributor will not be responsible or liable for any take down delay or default by any DSP or platform.
The non-exclusive right and license to: (i) manufacture, reproduce and distribute each Composition on records throughout the Territory; (ii) print and reproduce the title and/or lyrics of each Composition on record artwork and in audiovisual works; and (iii) reproduce, manufacture, distribute, perform and exploit each Composition in audiovisual works (including music videos) and in advertisements for the Content in any and all media now known or hereafter devised, in any manner (including publicly and for profit). Distributor shall not be required to make any payment in connection with the foregoing uses of the Composition(s), and You acknowledge and agree that Your Revenue Share is sufficient consideration for the foregoing grant of rights. This paragraph shall bind You, Artist and any publishing designee, or any other party deriving rights from You or Artist; and any assignment made of the ownership of copyright in, or the rights to license or administer the use of, any Composition will be made subject to the provisions of this paragraph.
The non-exclusive right and license to print, publish, disseminate and to authorize others to print, publish, and disseminate approved likeness, approved biography, approved photos, and other approved promotional materials provided by You concerning each Artist, including names, both legal (for writer credits) and professional, whether presently or hereafter used by Artist, and name(s) of others whose work is embodied on the Content, including any person whose musical, vocal, or production services are embodied on the Content (the “ID Materials”) for the purposes of trade, advertising, and other exploitations solely in connection with the marketing, promotion and sale of the Content pursuant to this Agreement. Material, assets, and information provided or uploaded by You shall be deemed approved by You.
Distributor is not obliged to distribute Recordings and/or any other Content Delivered by You (including if a Recording is technically unsatisfactory, the Recording infringes on the rights of others or Distributor deems a Recording inappropriate in any way). In connection with the foregoing and for the avoidance of doubt, Distributor may “freeze” and/or terminate your Platform Membership, restrict your access to the Platform, and/or immediately remove and/or cease distribution of Recordings and/or any other Content Delivered by You at any time in Distributor’s sole discretion (including, without limitation, if Distributor believes or learns that such Recording(s) and/or Content is technically unsatisfactory, infringes on the rights of others and/or is inappropriate). Distributor will use reasonable efforts to notify You of any decision to freeze/terminate your Platform Membership (or restrict access thereto) or not to distribute any such Recording and/or other Content; However, any failure to do so shall not be deemed a breach of this Agreement by Distributor. If Distributor, in its discretion, provides You with notice concerning a decision to freeze/terminate your Platform Membership, removal of Recordings and/or other Content, or its decision not to distribute any such Recordings and/or other Content, You are required to respond within fourteen (14) calendar days. Distributor’s notice is not a waiver of rights. Distributor’s further response or actions, if any, are in the discretion of Distributor. Distributor actions can include, but are not limited to, freezing/terminating Your account, removal or not restoring the Recordings or Content. Distributor will use reasonable commercial efforts to credit You where possible in line with industry practice in connection with commercial release of the Recordings, to the extent that Distributor is provided with the necessary information, but Distributor, its designees, licensees, and/or agents will not be in breach of this Agreement for any failure to credit. Distributor will use reasonable commercial efforts to rectify any such failure prospectively following written notice from You, where rectification is feasible, practical, and within Distributor’s control.
You hereby agree to execute such other documents reasonably required by Distributor to effectuate the terms of this Agreement, including, but not limited to, a power of attorney in a form provided by Distributor.

DELIVERY / CLEARANCES. You are solely responsible and liable, at your cost, for: (a) the creation, clearance and Delivery to Distributor of all Content hereunder; and (b) any costs, fees and royalties payable in connection with engaging the services of and securing rights from any third parties whose rights, work, performances or services are embodied in any Recordings or Ancillary Materials (including any Third Party Contributors). “Delivery” is complete once all Content and any related metadata, label copy, credits and similar information has been received by Distributor, or as otherwise agreed by Distributor in writing.

YOUR REPRESENTATIONS AND WARRANTIES.

You represent, warrant, covenant, and agree that: (i) You have the full right, power and authority to enter into and fully perform this Agreement, and are not and will not be under any disability, restriction or prohibition, contractual or otherwise with respect to Your right to execute this Agreement, grant all of the rights granted to us hereunder and fully perform each and every term hereof; (ii) all music and other material embodied in the Recording(s), the ID Materials and/or the Composition(s) (including, without limitation, so-called “interpolations” and “samples”), and all of Artist’s and Your arrangements, Compositions, ideas, designs and inventions in connection with the Recording(s) and the Composition(s) are or will be original with You or in the public domain throughout the world or used with the written consent of the original owner thereof, and shall not infringe upon or violate any common law or statutory rights of any person, corporation, or entity, including without limitation contractual rights, copyrights, trademarks, and rights of privacy or publicity; (iii) the Content does not and will not contain unauthorized or uncleared portion(s) or interpolation(s) of third party recording(s) and/or composition(s), video(s) and/or other material(s), or portions thereof whether musical, lyrical or otherwise, not owned and/or controlled by You; (iv) You have not granted and will not grant or attempt to grant to any other person, firm, corporation or entity, rights of any kind which are inconsistent with the grant of rights to Distributor or which will in any way conflict with or impair the rights granted to Distributor under this Agreement; (v) You will not interfere with, disrupt, alter, translate, reverse engineer, decompile or disassemble, create derivative works or modify any component of the Platform or engage in any activities otherwise prohibited by this Agreement or by law; (vi) Distributor shall not be required to make any payment of any nature for, or in connection with, the rendition of Your or Artist’s services or the acquisition, exercise or exploitation of rights granted to Distributor pursuant to this Agreement, except as specifically provided herein; (vii) You have or will obtained mechanical and synchronization licenses for each Composition (as necessary), and You shall administer and pay all publishing royalty payments, if any, owing to the publisher(s)/song writer(s) of each Composition from share of Net Income; (viii) You shall make any and all payments which may be due to any and all Third Party Contributors, songwriters, publishers, and all others whose work and/or performances are embodied in the Recording(s), the Composition(s), the artwork and any other content submitted by You from Your Revenue Share; (ix) You have reached the age of majority; (x) You have a valid and binding agreement with Artist that grants You the rights to furnish Artist’s services and to grant the rights granted to Distributor hereunder in accordance with the provisions hereof; and (xi) You shall be solely responsible for and shall pay any withholding, employment or other taxes required in connection with Artist’s services hereunder.
You agree to indemnify, defend and hold Distributor and each of Distributor’s parents, affiliates, subsidiaries, employees, licensees and assigns harmless against any claim, liability, cost and expense (including outside attorney’s fees) in connection with or arising from any third party claim that is inconsistent with any agreement, covenant, representation, or warranty made by You or Artist hereunder.

NOTICE. Any notice, report or other correspondence required or permitted to be given hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, or by e-mail, provided the intended recipient affirmatively acknowledges receipt of the notice, report or other correspondence concerned. Notices to Distributor shall be sent to the address first set forth above to the attention of Business & Legal Affairs with a copy via email to legal@venicemusic.co.

ACCOUNTING.

Accountings shall be made, along with payment of any royalties due, within ninety (90) days of the end of each semi-annual accounting period ending on June 30 and December 31 of each calendar year. Accountings and payments will be made to the address set forth on Your completed W-9 (or W-8BEN) tax form or, in Distributor’s discretion, may be remitted via email to an email address and bank account designated by You. You shall provide Distributor with Your relevant contact and billing information. Distributor, in its discretion, may elect to account more frequently than semi-annually and may make available an electronic portal for viewing and downloading accounting statements in lieu of mailing or transmitting them directly to You. Distributor is under no obligation to make a payment until the amount due to You is $50.00 USD or greater.
Statements shall be binding upon You and not subject to objection by You unless specific objection in writing, stating the basis thereof, is given to Distributor within two (2) years from the date each statement is rendered, viewed and/or downloaded, as the case may be. You shall have two (2) years from the date each statement is rendered, viewed and/or downloaded to conduct an inspection of Distributor’s books and records specifically relating to Your sales and payment activity. All such inspections shall be at Your sole cost and expense, take place at the location where Distributor normally keeps such books and records and shall be conducted during normal business hours. All such inspections shall be made upon prior written notice to Distributor at least thirty (30) days prior to the date You intend to conduct such inspection. You may only inspect records relating to each statement once and may only conduct such an inspection once a year. Distributor shall have the absolute right in accounting to rely upon the statements received from third parties and shall not be liable in any manner whatsoever for any error, omission, or other inaccuracy in such third party statement or information.

TERM / TERMINATION / TAKEDOWN RIGHTS.

This Agreement shall commence on the Effective Date and will continue unless and until terminated by either party in accordance with this paragraph 8 (the “Term”). The Term of this Agreement may be terminated for any reason: (i) by Distributor at any time for any reason or for no reason at all; or (ii) by expiration or other termination of Platform Membership. For the avoidance of doubt, the inactive status shall not terminate the Term of this Agreement. Further, it is understood and agreed that You shall not be entitled to receive any refunds in connection with the inactive status, expiration or other termination of the Platform Membership (e.g., You shall not be entitled to a refund of all or a portion of any fee You paid to use the Platform, etc.)
connection with Distributor’s termination rights as set forth above, Distributor shall have the unrestricted right to take any action at any time in its sole discretion for any reason (including, without limitation, infringement concerns, suspected legal liability, or Content which Distributor deems does not comply with its technical and substantive requirements) relating to your Platform Membership, Your ID Materials, Your Recordings, Your Compositions, and/or any other content delivered by You to Distributor hereunder, including, without limitation, “freezing” Your account, “freezing” royalties, terminating Your Platform Membership, restricting access to the Platform, or ceasing distribution and/or any other services relating to your Content, etc. In such case, You agree to take any action required or requested by Distributor in connection with the foregoing. If it is determined, in Distributor’s sole discretion, that You or a person or entity under your direction or control have or will infringe the intellectual property of third part(ies), “bot” or use other inappropriate means to attribute streams or downloads, violate the terms of service of digital service providers or take other illegal actions or actions prohibited by law, You forfeit Your right to an accounting, royalties and/or any other payment due.

NO DISTRIBUTOR WARRANTIES / LIMITATION ON LIABILITY.

THE PLATFORM AND DISTRIBUTOR’S SERVICES ARE OFFERED AND PROVIDED TO YOU AS-IS. DISTRIBUTOR MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR PLATFORM OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE PLATFORM OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DISTRIBUTOR NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR CUSTOMERS, ID SERVICES, OR FOR YOUR USE OF OR ACCESS TO THE PLATFORM OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DISTRIBUTOR’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 2 ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN DISTRIBUTOR AND YOU.

DATA SECURITY. Distributor shall not be responsible for any loss, destruction, alteration, or disclosure of Your Content or other material submitted by You caused by any third party, including digital service providers and You shall be solely responsible to maintain updated back-up copies of such data. If Distributor processes any personal data on Your behalf when performing its obligations under this Agreement, the parties agree that You shall be the data controller and Distributor shall be a data processor and in any such case Distributor shall comply with the applicable data protection laws. You acknowledge and agree that Distributor may notify Distributor’s affiliates and digital service providers of the existence of this Agreement and such affiliates and digital service providers may contact You.

MISCELLANEOUS.

Notwithstanding the foregoing, failure of Distributor to perform any of its obligations under this Agreement shall not be deemed a breach of this Agreement until You give Us written notice of such alleged breach itemizing the specific details thereof, and such breach has not been corrected within thirty (30) days after giving such notice. In the event You breach this Agreement, Distributor shall be entitled to seek injunctive and other equitable relief in addition to, and without limitation of, whatever legal remedies are available to Distributor to prevent or cure any such breach or threatened breach.
You acknowledge and agree that, in the performance of each parties’ obligations under this Agreement, You may become aware of certain otherwise confidential information related to Distributor’s business and/or business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, You hereby warrant that You shall keep such information confidential. You hereby expressly agree that Distributor shall have the right to provide any data, information or metrics relative to the sales or performance of Your Content to third parties, to aggregate such information in charts and other comparative informational materials and to disseminate the same in any manner.
Distributor reserves the right to amend or update this Agreement or any part thereof upon notice to You, such notice may be given via email or on the Platform in Distributor’s sole discretion.
Distributor will have the right in its sole discretion to sub‐license in the ordinary course of business any rights granted under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, successors in interest, and permitted assigns. Distributor shall have the right without Your consent to assign this Agreement in whole or in part to any third party. You shall not be permitted to assign this Agreement in whole or in part, except Your right to receive payment due to You hereunder pursuant to a customary letter of direction approved in writing by Distributor (email shall suffice). Any assignment made in contravention of this paragraph shall be deemed void ab initio.
Nothing herein contained shall constitute a partnership or a joint venture between Distributor and You. Neither party hereto shall hold itself out contrary to the terms of this paragraph, and neither party hereto shall become liable for any representation, act, or omission of the other party contrary to the provisions hereof. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless said remedy is specifically granted by us in writing to such third party.
This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and, except as provided in paragraph 11(c) above, may only be modified, altered, or amended by a written agreement signed by all parties.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of California applicable to agreements entered into and wholly performed in California, without regard to any conflict of laws principles. You and Distributor hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the State of California and County of Los Angeles.
If any covenant, term, or provision of this Agreement is deemed to be contrary to law, that covenant, term or provision will be deemed separable from the remaining covenants, terms and provisions of this Agreement and will not affect the validity, interpretation or effect of the remainder of this Agreement.
This Agreement may be executed by way of digital or electronic signature and in one or more counterparts, including by way of digital copy or PDF, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY DISTRIBUTOR OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON BEHALF OF YOU AND ARTIST. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER TO OBTAIN AN ATTORNEY AGAINST DISTRIBUTOR OR ANY OF ITS SUCCESSORS, LICENSEES OR ASSIGNS.

VENICE INNOVATION LABS, INC. REFERRAL AGREEMENT

THIS AGREEMENT (the “Agreement”) provides the terms and conditions of the relationship between Venice Innovation Labs, Inc., a corporation organized in the State of California at 1001 Wilshire Boulevard PMB 2272 Los Angeles, CA 90017 (the “Company,” “we,” “us,” or “our”) and you (“Venice Member,” “Member,” “you” or “your”) in order to participate in the Venice Innovation Labs, Inc. Referral Program (the “Program”) to refer new members to Venice.

WHEREAS, the Company is the sole owner and operator of the Internet site known as https://www.venicemusic.co (the “Site”); and

WHEREAS, the Company has created a program that enables Venice Members to refer new members in exchange for agreed consideration (“Program”); and

WHEREAS, we want to establish a non-exclusive affiliated marketing agreement with you where you will promote Venice’s membership services to potential new customers (“New Customers”) in exchange for a commission. We may, from time to time, make changes to this Agreement and will send You a notification if we make a change.

WHEREAS, you desire to participate in the Program, as evidenced by your assent to this terms of service, which the Company may approve or disapprove at any time, in its sole discretion.

THEREFORE, in consideration of the mutual promises herein, the Parties agrees as follows:

DEFINITIONS.

“Completed Transaction” means membership of the Company ordered by a Customer have been delivered, membership was paid in full, and ninety (90) days have elapsed since activation without disruption to Membership services.
“New Customer” means any person or party who purchases goods or services on the Site after connecting to the Site from your Link who has not previously been a member of Venice.
“Links” means the banner, buttons, codes, or other manner in which a New Customer is referred by You to sign up for new membership. The Links are prepared so as to track New Customers who are directed from You and make a purchase which results in a Completed Transaction.
“Net Sale Price” means the total received in US Dollars (after conversion from non-US currency to US Dollars, if necessary) from the New Customer less

any tax collected by the Company for or on behalf of any governmental or taxing authority (such as a sales tax or VAT),
shipping and handling charges, if any,
restocking fees, if any,
credit card or other charges by attributable to the payment method used by the Customer,
currency conversion fees, or
discounts, credit or allowances granted by the Company in its sole and absolute discretion.

REFERRAL SITE AND CONTENT.

We reserve the right to monitor where You have shared Links to determine if you are in compliance with this Agreement.

The Company is not responsible to pay you a Commission (defined below) in the event you do not use the Links provided to you by the Company without modification or you engage in fraudulent activity, commit bad acts, or engage in illegal activities to acquire New Customers.

COMPENSATION FOR YOUR REFERRED TRAFFIC.

Subject to your proper installation and use of the Links, you will be compensated a flat fee per Completed Transaction pursuant to the chart posted here: https://blog.venicemusic.co/venice-music-referral-program which may be updated from time to time. Your compensation (the “Commission”) shall be in accordance with this Agreement and made via Your Stripe account.

The Commission will be offset with respect to each Completed Transaction for which

the Company issues discounts, credits or allowances, or
there is a chargeback issued against the Company for any payment previously credited to the Company.

The Company reserves the right to refuse an attempted purchase by any person, in the Company's sole and absolute discretion. You shall have no claim to any Commission based on the Company's decision to not complete transaction with any person who accesses the Site through Your Link.

The Commission relative to Completed Transaction shall be payable to You within Fifteen (15) business days of the last day of each month beginning the month after the Ninety (90) day period.

Notwithstanding the foregoing, if and to the extent you are required to file or provide certain documentation for tax and other governmental purposes, payment of the Commission may be suspended pending completion of such documentation.

FULFILLMENT AND CUSTOMER INFORMATION.

The Company is solely responsible for processing and fulfillment of all orders on the Site, which shall be governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers are the sole and exclusive property of the Company.

Additionally, you agree that the Company may collect, process, and sell certain information about you.

LIMITED LICENSE RIGHTS.

Links may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to this Agreement, the Company grants you a limited, non-exclusive, non-transferable, and revocable license to display the Links subject to the terms and conditions of this Agreement. You may not use the Links or the Marks for any other purpose absent the express written consent of the Company. You may not change, add to or delete from the Links or Marks. You may not use the Marks independently of the Links for any purpose without the Company's express written consent; and you may not use or present the Links in any manner that suggests the endorsement of or by any other goods, services, persons, or entities without the express written consent of the Company. In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; or (b) not to use the Marks in a way that suggests that the source of the Referral Site is the Company.

All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall inure solely to the benefit of the Company.

Upon suspension of this Agreement, the rights granted herein may, in the Company's sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.

REPRESENTATIONS AND WARRANTIES.

You represent and warrant that:

You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.
You will not place the Link on a website that:
1. depict anyone less than eighteen (18) years of age;
2. contain material subject to 18 USC §2257 (but if it does, you will notify us not less than thirty (30) days in advance of such inclusion and you will comply in all respects therewith);
3. contain any information which you know or reasonably should know is false;
4. contain or transmit any apps or programs that are or can be installed or downloaded to a New Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;
5. not use the Company's name or the Marks in any form of unsolicited communication, including unsolicited email (spam)

DISCLAIMERS.

The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties, and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title and non-infringement. The Site is provided “as is.”

LIMITATION OF LIABILITY.

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.

IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE COMMISSION PAID TO YOU BY THE COMPANY. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.

For purposes of this section, any reference to “the Company” shall include the Company's Members, affiliates, officers, employees, principals, agents, and contractors.

TERM AND TERMINATION.

This Agreement shall commence upon your assent and may be terminated by Company at any time. If we terminate this Agreement due to breach by you, no further Commission shall be paid to you and we may seek such other relief, equitable and legal, as may be available. Upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from any place where they appear.

RELATIONSHIP.

You are an independent contractor with respect to the Company. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and the Company. You shall not, in any manner or respect, represent, suggest, or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed you or that you represent the Company in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.
As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that you comply with any licensing authority’s rules or practices.

CONFIDENTIALITY.

You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company's prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company's prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.

Confidential Information does not include information that

is or becomes publicly known through lawful means;
was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or
is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.

If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, you will promptly notify the Company in writing of such requirement and cooperate so that the Company may seek an appropriate protective order. You will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.

WAIVER.

You expressly and unconditionally waive any and all claims against the Company, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

the Site is partially or totally inoperative or inaccessible;
there are bugs, errors or inaccuracies in the Site;
a suspension, termination or other action was taken with respect to your account by the Company even if such suspension, termination or other action resulted in a loss of profits to you;
any claim relating to a change in this Agreement by the Company;
withholdings, deductions or offset in connection with payment of Commission due to applicable tax or currency control restrictions.

For purposes of this section, any reference to “the Company” shall include the Company's Members, affiliates, officers, employees, principals, agents and contractors.

No waiver by the Company of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by the Company in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

You are solely responsible for the security of your Account, and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend, and hold us harmless against any unauthorized use of or access to your Account by an unauthorized person using your username and password.

You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.

INDEMNIFICATION.

The Company and its Members, affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “the Company Indemnitees.”

You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company Indemnitees) and hold the Company Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:

any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;
any non-fulfillment of any agreement by you under this Agreement;
any suit, action, proceeding, claim or investigation against the Company Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business;
failure to comply with the terms of this Agreement by you or your employees and agents;
failure to comply with applicable law by you or your employees and agents;
defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents;
failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or
If you incorporate the link on a site or any materials that contain or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.

If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against the Company Indemnitees, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of the Company Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at your reasonable cost and expense. The Company Indemnitees shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of the Company Indemnitees, effect any settlement of any proceeding in respect of which the Company Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of the Company Indemnitees from all liability on claims that are the subject matter of such proceeding.

If you shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the Company Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as the Company Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by you upon demand by the Company Indemnitees.

The Company may deduct or offset or withhold your Commission if the Company, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to the Company to which the Company would be entitled to indemnification by you.

ASSIGNMENT; SUCCESSION.

You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.

This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, Members, affiliates, directors, shareholders, officers, employees and/or agents.

CHOICE OF LAW.

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws rules or principles.

VENUE.

Venice Member hereby consents to exclusive jurisdiction in and venue in Los Angeles, California for all proceedings arising out of this Agreement.

DISPUTE RESOLUTION.

To the fullest extent permitted by law, all disputes arising out of and related to this Agreement (“Disputes”) shall be resolved as follows:

Manner of Resolution.
Any Dispute shall be settled exclusively by arbitration. The arbitration shall be initiated and conducted pursuant to the arbitration rules of the American Arbitration Association in effect at the time the request for arbitration is made. Arbitration shall be final and binding upon the Parties. Any Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, no Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
No Equitable Relief.
Notwithstanding anything herein to the contrary, You shall not be entitled to seek to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction.

WAIVER OF JURY TRIAL.

Each of the Parties knowingly, voluntarily, and irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of any Party in negotiation, administration, performance or enforcement of this Agreement.

REMEDIES.

All rights, remedies, undertakings, obligations, and agreements contained in this Agreement or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation or agreement.

This Agreement shall be binding upon the parties and their successors, permitted assigns, heirs, Members, affiliates, directors, shareholders, officers, employees and/or agents.

FORCE MAJEURE.

The Company shall not be responsible or liable for any delay or failure to fulfill any provision of this Agreement if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of the Company.

INTERPRETATION.

You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.

This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

COUNTERPARTS.

This Agreement may be executed electronically or in counterparts, via any means (including facsimile and e-mail), all of which shall be effective, but when taken together shall comprise one agreement.

SEVERABILITY.

If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

AMENDMENTS.

The Company may modify or amend the terms of this Agreement at any time by posting such changes on the Site or notifying you by email.

NOTICES.

Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in Person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage pre-paid, or delivered via telecopier or facsimile transmission addressed as follows, or to such other address has such Party may notify to the other Parties in writing:

To the Company:
Legal & Business Affairs
1001 Wilshire Boulevard
PMB 2272
Los Angeles, California 90017
Email: legal@venicemusic.co

Any notices to you shall be posted to your membership portal.

Notices, demands or requests which you are required or desire to give to Company hereunder shall be deemed to have been properly given for all purposes if delivered to a nationally recognized overnight courier such as FedEx, UPS or DHL to its addressee at Company’s notice address. Each such notice, demand or request shall be deemed to have been received upon actual receipt or refusal by the addressee if hand-delivered in accordance with the above. Company notify You of any change in address. For a notice to be valid and effective, an email copy of such shall notice shall be sent concurrently to the addressee’s email. An email notice alone shall not be sufficient acknowledgment of receipt.

ENTIRE AGREEMENT.

This Agreement sets forth the entire agreement and understanding between you and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.