1. Service.

1.1 General and Definitions.

Fanum.fm, Inc. (“Fanum”) provides an online platform (“Site” or “Services”) that helps connect customers who wish to acquire a license(s) to songs (“Customers”) with individual users of the platform who wish to provide a selection of songs from which Customers may choose (“Tastemakers”) through the Song Placement Contests (as defined below).

A “User” is broadly any user of Fanum’s Site or Services, and may include a Tastemaker or a Customer. A User is subject to the terms and provisions of this Agreement

A “Sold Song” is any song (and any customized, modified, or partial version thereof) that has been selected by the Customer pursuant to a Song Placement Contest, including but not limited to, the purchase of the song, the right and license to use such song from the proper parties for a certain purpose, and the acquisition of the song solely through the Song Placement Contest. Any song that is not purchased, properly licensed, and acquired through the Song Placement Contest is not a Sold Song.

1.2 Song Placement Contest.

(a) Customer, in conjunction with Fanum, may create a contest by which a particular song(s) is requested for certain use by the Customer, subject to certain terms and restrictions, and which Tastemakers may submit a selection of songs for consideration by the Customer (“Song Placement Contest”). As part of the Song Placement Contest, the Customer may send Fanum a music brief, detailing the various preferences, requirements, and criteria of the type of song that Customer seeks to use (“Music Brief”) in accordance with the instructions provided by Fanum on its Site. The Music Brief must clearly specify the requirements of the Song Placement Contest, which will establish the rules, parameters, and criteria for Tastemakers to follow and to provide guidance as to how song submissions will be judged and selected. Tastemakers will be invited, at Fanum’s sole discretion, to enter a Song Placement Contest in which Tastekmakers may submit a selection of songs in accordance with the terms, restrictions, and format determined together by Fanum and Customer, in addition to the terms and restrictions provided separately, if any, by Fanum and on its Site and Services. Any songs submitted for consideration by the Customer must comply with the Music Brief.

(b) For the avoidance of doubt, Customer has no right or license to use any songs until a licensing agreement with the proper party (including, but not limited to, the artist of the song) has been signed, and Customer has retained full rights and authority to use the song for its own purpose.

(c) Tastemakers shall not: (a) submit any songs to Customer through any means other than that specified by Fanum and pursuant to the terms of the Song Placement Contest; and (b) collude or circumvent, in any way, with the Customer in relation to the terms and restrictions of the Song Placement Contest, including with respect to the selection of a song, the payment of any award or incentive, pecuniary or in-kind other than that specified by the Song Placement Contest, or the creation of a separate or sham account in relation to the Song Placement Contest.

(d) Pursuant to the terms of the Song Placement Contest, Tastemakers must interact and deal solely with Fanum. The invitation, submission and consideration of songs, and payment arising out of the Song Placement Contest must be done through Fanum.

(e) Tastemaker may not cancel or void the submission of any song in the Song Placement Contest.

2. Payment Terms.

The following terms apply to Tastemakers who have been selected on the basis of the submission of a Sold Song.

2.1 Payment and Delivery.

Payment for a Sold Song is subject to, and will only occur after, Fanum receives a payment from the Customer in connection with Customer’s license and acquisition of Sold Song. Specifically, once a song is selected by the Customer, Fanum and the Customer will work together to acquire the proper license (including but not limited to the payment of a fee) from the proper parties, including the artist of the song (“Artist”). Once the Customer acquires the license, the Customer will pay Fanum pursuant to the terms of the Music Brief (“Customer Payment”). Once the Customer Payment is received, Fanum will deliver the Sold Song to Customer in a format specified by the terms of the Music Brief or otherwise discussed between the Customer and Fanum. Fanum will then pay Tastemaker a fee for the submission of the Sold Song, in an amount determined by the terms of the Song Placement Contest or otherwise discussed between Fanum and Tastemaker, which, for example, is usually 10% of the Customer Payment, less the fees paid to the Artist (“Tastemaker Fee”).

2.2 General Payment Terms.

(a) All payment will be in U.S. Dollars, and may be made in any manner and on the terms chosen by Fanum, including but not limited to cash, check, or wire transfer, or through the use of third party payment services, such as Venmo or PayPal.

(b) You agree that you are responsible for the collection and/or payment of all taxes which you may be liable for in any jurisdiction arising from your successful submission of a Sold Song pursuant to the Song Placement Contest, including but not limited to applicable duties, sales taxes, GST, VAT, or other taxes which may be levied in connection with any transaction contemplated by this Agreement (“Taxes”). Fanum is not responsible for collecting, reporting, paying, or remitting to you any such Taxes.

3. Accounts.

3.1 Registration of Account.

In order to participate in a Song Placement Contest, you must register for an account with Fanum (“Account”) and provide certain information about yourself as prompted by the Site registration form. By creating an Account, you represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy and completeness of such information should any information change over time. Without limiting the generality of the foregoing, you agree to provide Fanum with proof of valid identification (including but not limited to copies of government-issued identification, such as a passport or drivers license) for the purpose of verifying your identity.

3.2 Use of Account.

You may not have more than one Account. You may delete your Account at any time, for any reason.

3.3 Confidentiality and Security of Account.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Fanum of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security, which is based on your negligence or otherwise. Fanum cannot and will not be liable for any loss or damages arising from your failure to comply with the above requirements or from the unauthorized use of your Account.

4. General.

4.1 Changes to Terms of Use.

This Agreement (including the pricing terms) is subject to occasional revision. Fanum may notify you of any substantial changes to the terms of this Agreement by e-mail at the last known e-mail address that Fanum has on record (if any) and/or by posting a notice of the changes on its Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following the transmittal of an e-mail notice to you (if applicable) or thirty (30) calendar days following a posting of the notice of changes on the Site. Such changes will be effective immediately for new Users of the Site or Services.

You are responsible for providing Fanum with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not reasonably capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

4.2 Disputes.

(a) Governing Law.

This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of New York, USA without giving effect to any law that would result in the application of the law of another jurisdiction.

(b) Residents of the United States.

If you are located are in the United States, the following applies to you. Please read this carefully. It affects your rights.

(i) Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Fanum arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to all claims and disputes relating to your use of any of the Fanum Site and Service.

(ii) You agree that by entering into this Agreement, you and Fanum are each waiving the right to trial by jury or to participate in a class action. You and Fanum agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions expressly are not permitted.

(iii) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Fanum must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in New York, NY. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in New York County, New York. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in New York County, New York.

(c) Residents Outside of the United States.

If you reside in an area outside of the United States, the parties irrevocably submit to the exclusive jurisdiction of the courts of New York, USA.

4.3 Entire Agreement and Severability.

This Agreement constitutes the entire understanding and agreement between you and Fanum regarding your status or Account as a Tastemaker, the use of the Site and Services, and any other subject matter hereof, and supersedes all prior agreements and understandings among the parties with respect to such subject matter. Fanum’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Fanum is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Fanum’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Last Updated: August 14, 2014