Terms of Use – UPyours

ART, CONTENT CREATORS AND AGENTS TERMS OF USE

Last updated August 27, 2019

Introduction and Statement of Purpose of Terms and Conditions

Appy LLC and its affiliates, Lovappy Inc. and UpYours (“Lovappy”, “UpYours”, “we”, “us”, or “our”), are in the business of delivering entertaining content. You as an artist are very important to us. Artists like you are the reason our business exists. It is our intention to make sure that you earn a royalty if your content becomes popular and if it is successfully monetized. Our platform sells creative content, including music and we have decided on an 80/20 split for revenue and profits (please confirm.). Currently, we are selling creative content, including music. Though our main focus is not on streaming, that could change if we believe streaming will be profitable for our artists and the company. We have made it easy for you to declare what percentage of the content that you claim ownership for. By signing up here, you allow us to act as publisher in the following areas: (1) Streaming: via Lovappy Radio or its affiliates; (2) Downloads: via sales made on lovappy.com and/or our mobile apps or its affiliates; (3) Physical Distribution: CDs we may publish that include your content; (4) Sync: The use of content in media for Lovappy and/or our affiliates or agents (film, television shows, advertisements, video games, accompanying website music, movie trailers, etc.); (5) Broadcast (Our Affiliates): via Lovappy Radio, UpYours, and/or our affiliates or agents; (6) Broadcast (Outside): via radio stations we contract to broadcast and promote the content and Lovappy; (7) Live and Public Performance: Events, concerts, or other public shows conducted by Lovappy and/or our affiliates or agents; (8) Work for Hire: songs produced exclusively for us and/or our affiliates or agents; (9) Merchandise: Merchandise created and sold by our company or affiliates using uploaded content approved by you the artist.

The artist uploading content gives us the privilege to stream the creative content, including music for free to our audience or our affiliates’ audiences. It is only after an audience of 500,000 listeners from an unaffiliated radio station or streaming service is reached that an artist will be paid $.0004 per stream. In most cases, when we deliver a song to an audience, the intent is to promote the purchase of your art or content by the audience for sale and download or streaming. Therefore, this is considered promotion. All promotion of your art on Lovappy or our affiliates should be considered promotion and there is no revenue paid to the artist for promotion alone. If we are using the content to attract users, in that case, then payment for streaming occurs after 500,000 certified listeners. Please review the chart below to understand our content delivery and reimbursement structure.

We offer a far different platform than most services because we offer more music formats than just streaming content. Our users are attentive and have a purpose for sending or purchasing your content. As our business evolves, we may do more with streaming; however, streaming has not shown to be the best way to deliver new, cutting-edge, disruptive content to large audiences. We operate communities that are driven by their members. We hold live events and hope to increase our compensation rates for artists for appearances and performances at these events.

Living in a litigious world requires that we stick with our required binding arbitration policies outlined in the terms and conditions portion of this document. However, our goal is always to act in a way that helps new artists and creators promote their content. Great content and its delivery is a competitive market. We must be competitive and stay in business if we are to help new artists and content creators receive satisfactory revenue from their creative work. Nobody wins if the artist or creator is hurt. Our companies and platforms are new and we will continue to innovate to be the best place platform artists use to showcase their content and creativity. We seek to provide a way for artists to gain listeners and revenue while changing the world. We are always willing to hear your feedback and we vow to move forward with an open and honest approach.

Distribution and Promotion Services

To be eligible to participate in the Program, you must meet the following criteria:

(a) a natural person 18 years of age (or the applicable age of majority in your jurisdiction, if other than 18) or older,

(b) a duo, band, group or groups of creators (collectively, a “Group”), each member of which is a natural person 18 years of age (or the applicable age of majority in such person’s jurisdiction, if other than 18) or older, or

(c) a company or other legal entity with legal authority to act on behalf of a natural person 18 years of age (or the applicable age of majority in your jurisdiction, if other than 18) or older, or a Group (an “Entity”).

Further, to be eligible, your Content you would provide to the Program cannot be subject to an existing exclusive agreement or arrangement with a third party. If you have given exclusive rights in your Content to another individual or company, you cannot provide Lovappy with non-exclusive rights hereunder.

If you are a natural person or Entity participating in the Program not only on your own behalf or benefit but also on behalf of, or for the benefit of, a Group, then you are agreeing to our Terms and Conditions on behalf of yourself and such Group, including each member of the group. References to “You” and “Your” in these Terms and Conditions will refer to the natural person or Entity and to such Group (including each member thereof).

If you are a natural person participating in the Program on behalf of, or for the benefit of, an Entity, then you are agreeing to these Terms and Conditions on behalf of yourself and such Entity. References to “You” and “Your” in these Terms and Conditions will refer to both the natural person and to such Entity. You should be able to define all parties that are stake holders in your art creation.

The Terms and Conditions detailed below apply to you (“you” and “your”) and Lovappy and govern your participation in the Program beginning on the Start Date through the End Date (capitalized terms have the meaning set forth in the “Certain Definitions” section below).

Lovappy Monetization Terms and Conditions (these “Terms and Conditions”):

Welcome to Lovappy Monetization (“Distribution and Promotion Services” or “Program”), a service provided by Appy LLC and/or its affiliates.

Lovappy Monetization is a program that offers participating eligible partners— Artists, Musicians, and/or Content Creators (“You” ), opportunities to earn a share of revenue from monetization of certain original content that you own or control and license to Lovappy, subject to the terms set out below. Covers, remixes, mixes, and DJ sets are not eligible for Lovappy Monetization without written approval.

Key features of Lovappy Monetization include:

Artist-Controlled Content Selection: You determine which content that you own or control will be subject to Lovappy Monetization;

Artist-Retained Content Ownership: You retain complete ownership of your content; as part of the Lovappy Monetization program, you agree to grant Lovappy temporary rights to use your content, as set forth in the “License” section below;

No Exclusivity: The rights that we receive to your content are non-exclusive, so you retain the right to use any other platform or service to distribute your content, as set forth in the “License” section below;

Payment Schedule: For each calendar month during your participation in the Program, Lovappy will pay any royalties due to you hereunder net 45 days, as set out in the “Payments and Statements” section below;

Term and Artist Cancellation Rights: You may end your participation in the Program at any time by notifying Lovappy (legal@lovappy.com) in the manner set out in the “Terms; Termination; Suspension; and Survival” section below;

Program Notifications: As set forth in the “Changes to Terms and Conditions” section above, we may modify these Terms and Conditions from time to time, and we will provide you with notice via email two (2) weeks prior to such modifications taking effect, per the existing process for Lovappy Terms of Use changes.

There are important legal consequences to the following provisions. You may wish to consult with your legal counsel prior to agreeing to these provisions and you acknowledge that you have had an opportunity to so consult with legal counsel prior to entering into these Terms and Conditions.

Definitions

The following terms have their meanings defined as follows:

“Claim” means all actions, regulatory or other government investigations (e.g., by the Federal Trade Commission or a state Attorney General, etc.), suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, disputes between or among Group members (or any manager or others associated with a Group), disputes between an Entity and any individual or Group with which such Entity is associated, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, known or unknown, in law or equity.

“Composition” means a single musical composition or dramatic, literary or other work, irrespective of length, including all lyrics, spoken words and bridging passages.

“Content” means any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform.

“Controlled Work” means an item of Creative Content or a Track (i) (A) in respect of which the Content Creator and/or Artist who uploaded the Creative Content or Track represents and warrants to Lovappy that such Content Creator and/or Artist owns or controls all rights to the content, and (B) if the Creative Content or Track is a Music Track, in respect of which the Content Creator and/or Artist who uploaded the Track has provided Lovappy with the Music Track’s unique ISRC code and all publishing information requested via Lovappy; or (ii) that has been uploaded for use on the Service by or on behalf of a music-industry partner with whom Lovappy has an agreement (including, by a record label, independent artist, distributed label, aggregator or via a distributed label official account, etc.); or (iii) that is identified in good faith by Lovappy, either through metadata tags, Lovappy’s proprietary audio classification software, or otherwise (including via a combination of the foregoing), as being musical in nature, or non-musical but owned or controlled by a music-industry partner with whom Lovappy has an agreement. For clarity, Controlled Works do not include Derivative Works of Music Tracks uploaded by Lovappy end users to the Platform.

“Derivative Work” has the meaning ascribed in 17 U.S.C. § 101.

“End Date” means the last day of the notice period (if any) which applies on termination, or the effective date of termination, as the case may be, as set forth in these Terms and Conditions.

“Losses” means any and all liabilities, damages, awards, settlements, losses, claims, suits, proceedings, assertions and expenses including court costs, reasonable third party legal fees and third party costs of investigation.

“Music Track” means a Track that (i) has been uploaded to the Platform by or on behalf of a music-industry rights holder, whether or not such Track contains musical compositions; (ii) is identified as being musical in nature by the Artist uploading such Track; or (iii) is identified in good faith by Lovappy, either through metadata tags, Lovappy’s proprietary audio classification software, or otherwise (including via a combination of the foregoing), as being musical in nature, or non-musical but controlled by a music-industry rights holder.

“Party” refers to you or Lovappy, individually, and “Parties” refers to you and Lovappy, collectively.

“Platform” means Lovappy.com and UpYours.com, our mobile and desktop apps (our “Apps”) and all related players, widgets, tools, features, applications, data, software, APIs (which may also be subject to separate API Terms of Use) and other services provided by Lovappy (the “Services”).

“Related Parties” means, with respect to a party, such party and such party’s past and present parents, subsidiaries, affiliates, divisions, components, and each of their respective officers, agents, investors, shareholders, clients, representatives, insurers, past and present employees, partners, directors, controlling persons, advisors and permitted assigns, including with respect to you, artists.

“Start Date” means the day you agree to these Terms and Conditions by clicking “Agree” below.

“Tier” refers to the free-to-the-user portion of Lovappy and/or a listener purchase offering by Lovappy. Lovappy is a free dating site except when users decide to make a purchase.

“Track” means a particular copy of a sound recording uploaded to the Platform.

“Your Composition” is your content and your content creation. Your artistic content must be for sale and including and not limited to your profile details and pictures.

“Your Materials” means your Controlled Works, any Content associated with or relating thereto (including your Compositions, metadata, song names, composer names, artists’ names, performers’ names, Group names, producers’ names, album artworks and your name, image, likeness and biographical information, including but not limited to video, music, books, comedy content, political speeches, self-help advice, podcasts, recorded content, print and art).

“Play” means a play of a track (whether rendered via a stream or via a temporary local storage copy of a track) by an end user for a duration not less than 30 seconds. Notwithstanding anything herein, preview clips (or other excerpts) of a Track are not counted in the foregoing.

“Your Controlled Work” means a Controlled Work (as defined above) that you upload to the Platform.

“Publishing Rights” means all rights, consents, licenses and permissions necessary for the reproduction, delivery, distribution, transmission, communication to the public, making available and public performance, however characterized, in the applicable country of the Territory, as applicable, of Compositions (that, with respect to the United States, are licensable under 17 U.S.C. § 115) embodied in your Controlled Works you make available for monetization in the Program, but excluding in any case (i) any such rights necessary for any permanent downloads that you choose to make available via the Platform, (ii) any such rights necessary for the initial creation and upload of your Controlled Works to the Platform, and (iii) any such rights necessary for the use of your Controlled Works to the extent you do not make them available for monetization on the Platform.

Terms and Conditions

By clicking “Agree”, below, you are entering a legally binding agreement with respect to your (and, if applicable, your Group or your Entity’s) participation in the Program, and agreeing to be governed by these Terms and Conditions (below).

During the Term, these Terms and Conditions shall supersede all prior and contemporaneous negotiations, understandings, and agreements between the Parties with respect to Lovappy Monetization. During the Term, in the event of a conflict between these Terms and Conditions and the Lovappy Terms of Use, these Terms and Conditions prevail to the extent of such conflict. If you are a party to a Content Distribution Agreement between you and Lovappy dated prior to the date you click Agree, you hereby agree that (i) such Content Distribution Agreement is hereby terminated effective on expiry of the calendar month immediately preceding the calendar month you click Agree and (ii) “Start Date” means the first day of the calendar month you click Agree.

License

You retain complete ownership of your Content. As part of the Program, you agree to grant to Lovappy certain non-exclusive rights to use your content during your participation in the Program. As this license is entirely non-exclusive, you are free to use any other service or platform to monetize your content. Further, you have the right at any time to remove via Lovappy any of your Content from the Platform in your sole discretion. In order to monetize your Content on the Platform as contemplated in these Terms and Conditions, we need to obtain certain rights from you in your Content on a non-exclusive basis while you participate in the Program.

Accordingly, you hereby grant to Lovappy and its affiliates during the Term the non-exclusive, assignable (as set forth herein), sub-licensable (through multiple levels) right and license in the Territory (subject to the geographic restrictions you set for your Controlled Works) to:

(i) (A) reproduce, host, store, transmit, stream, perform and display (publicly or otherwise) and make available your Materials via the Platform, (B) reproduce, transmit, host, store, distribute and make available temporary local storage copies embodying your Materials, via the Lovappy or UpYours Platform, and (C) to the extent you designate your Materials as available for permanent download in all or some of the countries within the Territory, reproduce, transmit, host, store, distribute and make available permanent downloads embodying your Materials via the Platform in connection with such countries;

(ii) (A) reproduce, transmit, host, store, distribute, perform and display (publicly or otherwise) and make available any of your Content that corresponds to your Materials, and (B) otherwise reproduce, transmit, host, store, distribute, perform and display (publicly or otherwise) and make available (whether via stream, physical distribution, sync, temporary local storage copies or downloads) your Content in any format, media or distribution channel now known or later discovered to promote the availability of your Art, Content, and Materials on the Platform;

(iii) so that users who have added your Content to their playlists are not negatively affected by your removal of such Content, stream excerpts of your Content via the Platform of your Controlled Works you have removed;

(iv) sell time-limited access to, advertisements against and sponsorships of your Materials in connection with the Platform; and

(v) otherwise use your Materials as reasonably necessary for Lovappy to perform its obligations including through its Related Parties and contractors and to exercise its, and to allow its sub-licensees to exercise their, rights hereunder including for promotional purposes. You agree that you will not seek to restrict or prevent us, our Related Parties and our and their sub-licensees from exercising any and all of the rights granted by you under these Terms and Conditions, including through the exercise of any “moral rights” or other rights that you may have in your Content under any applicable law under any legal theory, and you hereby irrevocably waive such all such rights with respect to the exploitation of your Content hereunder.

Payments and Statements

As set out in this section, and subject to these Terms and Conditions, you will receive revenues based on Lovappy’s Artistic Content Distribution Royalty Chart, and any revenues due to you hereunder in connection with a particular calendar month will be paid within 45 days following the end of such month.

In exchange for your participation in the Program, you authorize Lovappy to retain a portion of the revenues produced thereby, subject to Lovappy’s obligation to remit to you your Revenues pursuant to the terms and conditions herein. Lovappy’s obligation to remit to you your Revenues is subject to your compliance with your obligations in these Terms and Conditions. Lovappy will calculate your Revenues on a calendar month accounting period basis. Lovappy will calculate your Revenues (including all other terms used to calculate your Revenues) on a country-by-country basis and on a Tier-by-Tier basis.

Other than your Revenues, no additional fees, amounts or consideration shall be owed to you by Lovappy in connection with your Content (other than to the extent Lovappy is responsible under “Third Party Rights” in respect of your Compositions). Each Party is responsible for collecting and remitting any and all applicable taxes due in connection with the sale or license of such Party’s goods or services to its customers. Except with respect to your obligations in the “Third Party Rights” section below, neither Party will be liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other Party’s goods or services.

Within 45 days after the end of each calendar month accounting period during the Term, Lovappy will provide you with a statement to your Email in respect of your Revenues for such accounting period and will remit to you any amount owed by Lovappy to you during such period. Notwithstanding anything herein, Lovappy may withhold any taxes such as sales, use, excise, purchase, value-added or similar taxes, or other amounts as may be required under applicable local laws, from amounts payable to you hereunder, without obligation to gross-up payments to you or indemnify you or your affiliates in respect of such withholdings. All earnings will be computed and determined in United States Dollars and Lovappy may compute currency conversions using conversion rates published by third parties. Your Revenues will be remitted to the PayPal account or checking account you designate in Lovappy or UpYours.

If you have entered into these Terms and Conditions on behalf of a Group, or if you are a member or manager of a Group, as a liaison between your Group and Lovappy, you shall be solely responsible for the allocation and distribution of your Revenues among the members of the Group. Lovappy will be deemed to have fulfilled all obligations to remit to you hereunder, where payment is made to the PayPal account you designate in Lovappy.

Each statement Lovappy provides to you will be deemed to be final and incontestable two (2) years from the date such statement is first provided by Lovappy if you do not provide written notice of any objections to such statement to Lovappy within that period of time.

Term; Termination; Suspension; and Survival

You may end your participation in the Program at any time by notifying Lovappy in accordance with this section.

These Terms and Conditions shall apply to you and Lovappy from the Start Date through the End Date (the “Term”).

You may end your participation in the Program by submitting a support request form via email to legal@Lovappy.com clearly indicating that you wish to stop participating in the Program.

We may end your participation in the Program for reasons detailed below:

(i) for no reason or any reason, on 30 days’ prior notice counted from the date we notify you by email; provided, however, that with respect to a Group, notice will only be sent to the Group member or manager who accepted these Terms and Conditions on behalf of the Group; or

(ii) without advance notice, if we believe that you have failed to comply with these Terms and Conditions including if we receive a notification from a third party in accordance with our reporting processes or applicable law that any of your Content infringes the copyright or other rights of such third party, or if we believe that your behavior violates our Terms and Conditions, Client Agreement or any other Agreement, and in which case we reserve the right to remove any or all of your Content from the Platform.

Further, we may terminate these Terms and Conditions or suspend your participation in the Program without prejudice to any rights or remedies we may have at law or in equity.

If you end your participation in the Program, your Content shall not be eligible for monetization, the Term shall end, and you hereby direct us as of the end of the Term to host, store and make available your Content on the Platform pursuant to the Lovappy Terms of Use for those items of your Content that you have not removed from the Platform as of or following the end of the Term.

If we end your participation in the Program, or suspend your participation in the Program, Your Content shall not be eligible for monetization.

In the case of (a), above, the Term shall end and You hereby direct us as of the end of the Term to host, store and make available your Content on the Platform pursuant to the Lovappy Terms of Use for those items of your Content that you have not removed from the Platform, provided that we have not exercised our right above to remove all of your Content from the Platform. In the case of (b), above, during the period of suspension, we may continue to host, store and make available your Content on the Platform pursuant to the rights granted by you to us in these Terms and Conditions (but will have no obligations hereunder with respect to your Content), until you have cured the default which caused the suspension, and provided that we may elect to end your participation in the Program at any time during the suspension period.

Lovappy will, within 45 days after the end of the last calendar accounting period of the Term, issue a final statement together with payment for any amounts that may be due to you under these Terms and Conditions. The following named sections survive termination or expiration of these Terms and Conditions: “Ownership”; “Term; Termination; Suspension; and Survival”; “Third Party Rights”; “Representations and Warranties”; “Indemnification”; “Withholding and Offset of Royalty Payments”; “Limitation of Liability”; “Confidentiality”; “Governing Law”; “Disputes”; “Notices”; “Miscellaneous”; and “Certain Definitions”.

Your content

Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter “your Content”) is generated, owned and controlled solely by you, and not by Us.

We do not claim any ownership rights in your Content, and you hereby expressly acknowledge and agree that your Content remains your sole responsibility.

Without prejudice to the conditions set forth in your Use of the Platform you must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder.

We may, from time to time, invite you to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and We shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

Liability for content

You hereby acknowledge and agree that We (i) store content and other information at the direction, request and with the authorization of its users, (ii) act merely as a passive conduit and/or host for the uploading, storage and distribution of such content, and (iii) play no active role and give no assistance in the presentation or use of the content. You are solely responsible for all of your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, we exclude all liability with respect to all content (including your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that we cannot and do not review the content created or uploaded by our users, and neither Appy LLC nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and may, but does not undertake or assume any duty to, monitor the Platform for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.

Appy LLC and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Appy LLC or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

Reporting infringements

If you discover any content on the Platform that you believe infringes your copyright, please report this to us using any of the methods outlined on our Copyright Information pages.

If you would prefer to send us your own written notification, please make sure that you include the following information:

a statement that you have identified Content on Lovappy that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
a description of the copyright work(s) that you claim have been infringed;
a description of the Content that you claim is infringing and the Lovappy URL(s) where such Content can be located;
your full name, address and telephone number, a valid email address on which you can be contacted;
a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), please also include the following:

with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and
your electronic or physical signature (which may be a scanned copy).

Your notice should be sent to us by email to legal@lovappy.com and/or by mail to the following address:

Appy LLC, 1110 Main Street Unit A, Belmar, NJ 07719

The foregoing process applies to copyright and violation of your trademark rights. In all other cases, if you discover Content that infringes or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam or otherwise violates these Terms of Use, Appy LLC reserves the right to block, remove or delete any content at any time, and to limit or restrict access to any content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, our Community Guidelines or applicable law, or is otherwise unacceptable to the Platform.

Please also note that individual Uploaders have control over the audio content that they store in their account from time to time, and may remove any or all audio content or other content without notice. You have no right of continued access to any particular item of content and We shall have no liability in the event that you are unable to access an item of content due to its removal from the Platform, whether by Us or the relevant uploader.

Severability and Waiver

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Appy LLC or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Our or the applicable third party beneficiary’s right to do so.

Assignment

Appy LLC may assign the Agreements or any part of them, and may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold Appy LLC harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the Appy LLC for Artists Service, including the conduct of your permitted Account Admins; and (4) your violation of any law or the rights of a third party.

Choice of Law, Mandatory Arbitration and Venue

1. Governing Law / Jurisdiction

The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of California, United States of America, without regard to choice or conflicts of law principles.

Further, you and Appy LLC agree to the jurisdiction of the Northern District of California to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising out of or in connection with them) and is not subject to mandatory arbitration under Section 2.1.

Appy LLC does not accept any codes of conduct as mandatory in connection with the services provided under this agreement.

2. ARBITRATION AGREEMENT

This arbitration agreement applies only to users in the United States.

2.1 Dispute resolution and arbitration

You and Appy LLC agree that any dispute, claim, or controversy between you and Appy LLC arising in connection with or relating in any way to these Agreements or to your relationship with Appy LLC as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. You and Appy LLC further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

2.2 Exceptions

Notwithstanding clause 2.1 above, you and Appy LLC both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court, (2) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (3) bring an individual action seeking only temporary or preliminary injunctive relief in a court of law, pending a final ruling from the arbitrator.

2.3 No Class or Representative Proceedings: Class Action Waiver

YOU AND APPY LLC 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 ACTION. Unless both you and Appy LLC agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

2.4 Arbitration rules

Either you or we may start arbitration proceedings. Any arbitration between you and Appy LLC will take place under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) then in force (“AAA Rules”), as modified by this Arbitration Agreement. You and Appy LLC agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. Appy LLC can also help put you in touch with the AAA.

Any arbitration hearings will take place at a location mutually agreed upon by the parties, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.

Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the relevant AAA rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

2.5 Time for filing

Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

2.6 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, or Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Appy LLC’s address for Notice is: Appy LLC, 1110 Main Street Unit A, Belmar, NJ, 07719, USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Appy LLC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Appy LLC shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Appy LLC shall pay you the greater of (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Appy LLC in settlement of the dispute prior to the arbitrator’s award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

2.7 Enforceability

If any portion of this Arbitration Agreement (Section 2) is found to be unenforceable in court or in arbitration, then the entirety of the Arbitration Agreement (Section 2) shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 2.1 shall govern any action arising out of or related to the Agreements.

3 Miscellaneous

3.1 Entire Agreement

The Agreements constitute the entire agreement between you and Appy LLC relating to the subject matter herein and therein and supersede all previous and contemporaneous communications, representations, understandings and agreements, either oral or written, between you and Appy LLC with respect to your use of the Appy LLC for Artists Service. These Appy LLC for Artist Terms shall not be modified except in writing signed by both parties, except for Appy LLC’s right to modify the terms as described above.

3.2 Waiver

A provision of the Agreements may be waived only by a written instrument executed by the party entitled to the benefit of such provision. No failure or delay on the part of Appy LLC in the exercise of any power or right under the Agreements shall operate as a waiver thereof. No single or partial exercise of any right or power under the Agreements shall operate as a waiver of such right or of any other right or power. The waiver by Appy LLC of a breach of any provision of the Agreements shall not operate or be construed as a waiver of any other or subsequent breach of the Agreements.

3.3 Severability

If any provision of the Agreements shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreements and shall not affect the validity and enforceability of any remaining provisions.

3.4 No Agency

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Appy LLC as a result of the Agreements or use of the Appy LLC for Artists Service.

3.5 Headings

The heading references in the Agreements are for convenience purposes only, do not constitute a part of the Agreements, and shall not be deemed to limit or affect any of the provisions hereof or thereof.

Territory: Scope

Lovappy may monetize Artists’ Content in the following countries: Afghanistan, Albania, Algeria, Andorra, Angola, Antigua and Barbuda, Argentina, Armenia, Australia, Austria, Australia, Azerbaijan, The Bahamas, Bahrain, Bangladesh, Barbados, Belarus, Belgium, Belize, Benin, Bhutan, Bolivia, Bosnia and Herzegovina, Botswana, Brazil, Brunei, Bulgaria, Burkina, Faso, Burundi, Cabo Verde, Cambodia, Cameroon, Canada, Central African Republic, Chad, Chile, China, Colombia, Comoros, Congo, Costa Rica, Côte d’Ivoire, Croatia, Cuba, Cyprus, Czech Republic, Denmark, Djibouti, Dominica, Dominican Republic, East Timor, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Estonia, Eswatini, Ethiopia, Fiji, Finland, France, Gabon, The Gambia, Georgia, Germany, Ghana, Greece, Grenada, Guatemala, Guinea, Guinea-Bissau, Guyana, Haiti, Honduras, Hungary, Iceland, India, Indonesia, Iran, Iraq, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Laos, Latvia, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Lithuania, Luxembourg, Madagascar, Malawi, Malaysia, Maldives, Mali, Malta, Marshall Islands, Mauritania, Mauritius, Mexico, Micronesia, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Myanmar (Burma), Namibia, Nauru, Nepal, Netherlands, New Zealand, Nicaragua, Niger, Nigeria, North Korea, North Macedonia, Norway, Oman, Pakistan, Palau, Palestinian Territories, Panama, Papua New Guinea, Paraguay, Peru, Philippines, Poland, Portugal, Qatar, Romania, Russia, Rwanda, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Samoa, San Marino, Sao, Tome and Principe, Saudi Arabia, Senegal, Serbia, Seychelles, Sierra Leone, Singapore, Slovakia, Slovenia, Solomon Islands, Somalia, South Africa, South Korea, Spain, Sri Lanka, Sudan, Suriname, Sweden, Switzerland, Syria, Taiwan, Tajikistan, Tanzania, Thailand, Togo, Tonga, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Tuvalu, Uganda, Ukraine, United Arab Emirates, United Kingdom, United States, Uruguay, Uzbekistan, Vanuatu, Vatican City, Venezuela, Vietnam, Yemen, Zambia, Zimbabwe. Lovappy may add or remove countries from the Territory by updating this list from time to time and providing you notice of such updates to your Email.

To the extent that you make available Content on the Platform in any country(ies) outside of the Territory, you are subject to the Lovappy Terms of Use (and, for clarity, not these Terms and Conditions) with respect to such Content in such country(ies), and you hereby direct us to host, store and make available such Content in such country(ies) pursuant to the Lovappy Terms of Use.

Rights and Obligations

You will comply with all applicable laws (including the regulations and rules of any guilds, unions or other collectives) in the performance of your obligations under these Terms and Conditions.

Concurrent with each upload, you will provide metadata required to monetize your Controlled Works (including Music Tracks’ ISRC codes and publishing information, etc.).

You shall not interfere with the normal operation of Lovappy for example by causing Plays of Content on the Platform to be made in an automated or fraudulent manner (for example, with the use of an application or bot intended to artificially increase Plays); nor shall you pay or offer consideration to others to access Content on the Platform.

Lovappy may use third party contractors to operate (e.g., hosting, storing, transmitting, etc.) all or any part of the Platform or the Services.

Lovappy may advertise, promote and offer for sale its consumer and B2B offerings at any retail prices it chooses. Lovappy may discontinue any or all consumer and B2B offerings in any or all country(ies), at any time.

You acknowledge that Lovappy maintains (i) a notice and takedown process available to the general public, and (ii) a process for terminating the accounts of repeat infringers. Notwithstanding anything in these Terms and Conditions, Lovappy may at any time remove one or more particular Tracks or other content from the Platform (for clarity, including your Content), or suspend, limit or end your participation in the Program, if Lovappy receives a takedown notice or if Lovappy knows or has reason to believe that such Track(s) or other content are in violation of applicable law, these Terms and Conditions, or could expose Lovappy to potential liability.

Notwithstanding anything herein, Lovappy’s obligations in these Terms and Conditions in respect of your Content (including as may be set forth below in the “Third Party Rights” section) are limited to the Territory.

Ownership

As between you and Lovappy, all right, title and interest (including intellectual property rights) in and relating to the Service, including our names and trademarks and any and all user and usage data generated in connection with the Service and your Materials, are owned exclusively by us and may be used and disclosed by us and our Related Parties (including for marketing purposes), and no ownership interest in any of the foregoing is being transferred to you or any other person or entity by virtue of these Terms and Conditions.

Third Party Rights

As between you and Lovappy, except to the extent otherwise expressly stated hereunder, Lovappy will be responsible for obtaining and administering all Publishing Rights in order for Lovappy to perform its obligations to you hereunder. You will provide Lovappy with all reasonable assistance in obtaining and administering Publishing Rights.

As between you and Lovappy, you are responsible for timely acquiring, administering, and maintaining (i) any and all necessary sound recording and master licenses and consents, and for clearing all rights with respect to, and making all associated payments due to, any and all musicians, producers, remixers, directors and any other person whose recording contributions are embodied within your Controlled Works and any guilds or unions, in respect of the use and monetization of your Controlled Works via Lovappy, (ii) any and all payments to any sound recording rights collective or similar body required as a result of the use of your Controlled Works hereunder (e.g., for so-called performer’s rights, equitable remuneration rights, neighboring rights, etc.), and (iii) any and all rights in Compositions that are embodied (in whole or in part) in your Controlled Works, including your Compositions, other than those Publishing Rights that Lovappy is obligated to obtain as set forth in the preceding paragraph.

Work for hire: Lovappy and or its affiliates may consider work for hire in which an agreement must be signed to produce art or content on a specification basis no matter how informal a request. Lovappy reserves the right to purchase art or content or not purchase even after producing the work. In this case the purchase will be made before released to the public. Once agreed Lovappy can apply for Copyright and take over all royalties and rights to the content and move forward in promoting for profit.

Representations and Warranties

You represent and warrant that:

(i) Your Materials, as well as any and all other content, information (including metadata) and other materials you provide to Lovappy pursuant to these Terms and Conditions, and the use thereof by Lovappy in accordance with these Terms and Conditions, do not and will not violate any applicable law or infringe or violate any proprietary or intellectual property rights of any person or entity, including copyrights, trademark rights, performer’s rights and rights of publicity and privacy;

(ii) You have the full right and authority to act, in accordance with these Terms and Conditions, on behalf of any and all owners of any right, title or interest in and to your Materials;

(iii) You created and prepared your Materials in compliance with all applicable laws;

(iv) You own or control the necessary rights in order to upload all of your Materials, to make available your Materials for exploitation on the Platform and the Services and inclusion in the Program, and to authorize Lovappy, its Related Parties and contractors to host, distribute, use, monetize and otherwise exploit such Content as contemplated herein, and that such authorized activities will not violate or infringe the rights of any third party;

(v) all your Controlled Works are licensable in the United States under 17 U.S.C. §115; and

(vi) You are in full and complete compliance with the Community Guidelines.

The Platform, Service and Lovappy Monetization are provided to you on an “AS-IS,” “WHERE-IS” and “WHERE AVAILABLE” basis, without any express representations or warranties of any kind. Lovappy and its related parties disclaim all statutory or implied representations, warranties, terms and conditions as to the quality, performance, non-infringement, merchantability or fitness for a particular purpose of the Platform, Service, Lovappy Monetization or any elements thereof.

Indemnification

You agree to defend, indemnify and hold harmless Lovappy and our Related Parties and sub licensees from and against any and all Losses due to any Claim by a third party (including related parties or group creator members):

(i) based on an allegation that, if true, would constitute a breach by you of these Terms and Conditions, including any warranty, representation, agreement or covenant you make in these Terms and Conditions;

(ii) any Claim that one or more items of your Materials infringe or violate the rights of any third party, but excluding our obligations to acquire Publishing Rights solely as required herein; or

(iii) any Claim arising from or relating to a dispute between or among members of a Group with which you are associated.

Lovappy agrees to defend, indemnify and hold harmless you and your Related Parties from and against any and all Losses due to any Claim by a third party based on allegations that, if true, would constitute a breach by Lovappy of these Terms and Conditions, including any warranty, representation, agreement or covenant made in these Terms and Conditions by Lovappy.

The persons and entities entitled to be indemnified under the above two paragraphs (individually and collectively, “Indemnitee”) will:

(i) promptly inform the indemnifying Party under the above two paragraphs (“Indemnitor”) of each Claim with respect to which it seeks indemnity,

(ii) furnish to the lndemnitor a copy of each communication, notice or other action related to such Claim, and

(iii) give the Indemnitor the authority, information and reasonable assistance necessary to settle or litigate such Claim, using counsel selected by the Indemnitor (provided, however, that the Indemnitee may participate in the defense of such suit or proceeding with counsel of its choice, at the Indemnitee’s sole cost). Any settlement of any such Claim by the Indemnitor that imposes any requirements on the Indemnitee, or which involves agreements other than the payment of money by the Indemnitor and receipt of a full release for the benefit of the Indemnitor and the lndemnitee, is subject to the Indemnitee’s written consent.

Withholding and Offset of Royalty Payments

Without waiving any right or remedy available to Lovappy pursuant to these Terms and Conditions or otherwise: (a) if any potential Losses are alleged for which you are obligated to indemnify us or any of our Related Parties, we have the right to withhold, or require you to reimburse us for, amounts otherwise payable to you under these Terms and Conditions in an amount reasonably related to such Losses and to deduct therefrom any payments otherwise required to be made under these Terms and Conditions; and (b) if we overpay you or pay you amounts to which you were not entitled, we have the right to withhold, or require you to reimburse us for, amounts otherwise payable to you under these Terms and Conditions, in an amount equal to the amount of the overpayment or improper payment, as applicable, and to deduct therefrom any payments otherwise required to be made under these Terms and Conditions.

Confidentiality

As used in these Terms and Conditions, “Confidential Information” means any non-public information, non-public beta features, statements, data, usage reports or other materials provided by one Party to the other in connection with these Terms and Conditions (other than your Content and other information intended for storage and display to end users of Lovappy). Except with the prior written consent of the disclosing Party, neither Party may use or disclose any Confidential Information other than to such Party’s employees and independent contractors or advisors who are bound by an agreement to limit use and disclosure of Confidential Information consistent with this provision, in each case, with a need to know in order to fulfil such Party’s obligations or, in the case of Lovappy, exploit its rights, hereunder, or meet its legal or written obligations to third parties. Notwithstanding the foregoing, nothing in these Terms and Conditions prohibit or limit either Party’s use or disclosure of information (a) previously known to it by lawful means without obligation of confidence, (b) independently developed by or for it without use of or access to the other Party’s Confidential Information, (c) acquired by it from a third party which, to the reasonable knowledge of the receiving Party, is not under an obligation of confidence with respect to such information, (d) which is or becomes publicly available through no breach of these Terms and Conditions or (e) in connection with any legal, governmental or administrative proceeding, provided that prior written notice of such disclosure is furnished to the non-disclosing Party in order to afford such non-disclosing Party a reasonable opportunity to seek a protective order (it being agreed that if the non-disclosing Party is unable to obtain or does not seek a protective order, disclosure of such information in such proceeding may be made without liability), which such information is required to be disclosed by operation of law, court order or other governmental demand, solely to the extent required to comply with such law, order or demand.

Limitation of Liability

In no event shall Appy LLC’S aggregate liability to you under this agreement exceed the greater of 100 US dollars or the amounts (if any) paid by you to Appy LLC during the previous twelve (12) months for the services giving rise to the claim.

Appy LLC and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and shareholders, shall have no liability for:

Any loss or damage arising from:

(a) your inability to access or use the platform or any part or parts thereof, or to access any content or any external services via the platform;

(b) any changes that Appy LLC may make to the platform or any part thereof, or any temporary or permanent suspension or cessation of access to the platform or any content in or from any or all territories;

(c) any action taken against you by third party rights holders with respect to any alleged infringement of such third party’s rights relating to your content or your use of the platform, or any action taken as part of an investigation by Appy LLC or any relevant law enforcement authority regarding your use of the platform;

(d) any errors or omissions in the platform’s technical operation, or from any inaccuracy or defect in any content or any information relating to content;

(e) your failure to provide Lovappy with accurate or complete information, or your failure to keep your username or password suitably confidential;

(f) any misconduct by other users or third parties using the platform, especially in breach of the agreement;

Any loss or damage to any computer hardware or software, any loss of data (including your content), or any loss or damage from any security breach; and/or any loss of profits, or any loss you suffer which is not a foreseeable consequence of Appy LLC breaching these terms of use. Losses are foreseeable where they could be contemplated by you and Appy LLC at the time you agree to these terms of use, and therefore do not include any indirect losses, such as loss of opportunity.

Any claim or cause of action arising out of or related to your use of the platform must be notified to Appy LLC as soon as possible.

Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such cases, you acknowledge and agree that such limitations and exclusions reflect a reasonable and fair allocation of risk between you and Appy LLC and are fundamental elements of the bargain between you and Appy LLC, and that Appy LLC’s liability will be limited to the maximum extent permitted by law.

Nothing in these terms of use limits or excludes the liability of Appy LLC, its subsidiaries, successors, assigns, or their respective employees, agents, directors, officers and/or shareholders: (i) for any death or personal injury caused by its or their negligence, (ii) for any form of fraud or deceit, (iii) for any damages caused willfully or by gross negligence, or (iv) for any form of liability which cannot be limited or excluded by law.

Indemnification

You hereby agree to indemnify, defend and hold harmless Appy LLC, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from:

(i) any violation by you of these Terms of Use or our Community Guidelines;

(ii) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of your Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of your Content by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of your Content;

(iii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Appy LLC.

Data protection, privacy and cookies

All personal data that you provide to us in connection with your use of the Platform is collected, stored, used, disclosed and otherwise processed by Appy LLC in accordance with our Privacy Policy. In addition, in common with most online services, we use cookies to help us understand how people are using the Platform, so that we can continue to improve the service we offer. Our use of cookies, and how to disable cookies, is explained in our Cookies Policy.

Live social events

Lovappy has an active community of users, many of whom organize and attend face-to-face meetings at venues all over the world (“live social events”). While Lovappy is generally supportive of live social events and may provide branded promotional materials to help organizers promote their live social events, Lovappy does not sponsor, oversee or in any way control such live social events. You hereby acknowledge and agree that your attendance and participation in any live social event is entirely at your own risk and Lovappy does not bear any responsibility or liability for the actions of any Lovappy users or any third parties who organize, attend or are otherwise involved in any live social events.

Competitions and other promotions

From time to time, some Lovappy users may promote competitions, promotions, prize draws and other similar opportunities on the Platform (“Third Party Competitions”). Appy LLC is not the sponsor or promoter of these Third Party Competitions, and does not bear any responsibility or liability for the actions or inactions of any third parties who organize, administer or are otherwise involved in any promotion of these Third Party Competitions. If you wish to participate in any of these Third Party Competitions, it is your responsibility to read the terms and conditions applicable to the relevant Third Party Competition and to ensure that you understand the rules and any eligibility requirements, and are lawfully able to participate in such Third Party Competitions in your country of residence.

Changes to the Platform, accounts and pricing

Appy LLC reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Appy LLC shall use its reasonable endeavors to notify registered users of such decision in advance.

You hereby agree that Appy LLC and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website, Apps and/or any Services that Appy LLC may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

We may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of its Subscriptions from time to time. In the event of any increase in the price or material reduction in the features of any Subscription which you have purchased, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription. In all other cases, where Appy LLC proposes to make changes to any type of Subscription you have purchased, and these changes are material and to your disadvantage, we will notify you of the proposed changes by sending an email to the then current email address that we have for your account, at least six (6) weeks in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section during such six (6) week period, your continued use of your account after the end of that six (6) week period will constitute your acceptance of the changes to your Subscription.

Changes to Terms of Use

We reserve the right to change, replace or otherwise modify these Terms of Use at any time, to address legal or regulatory changes or changes to features or functionality made available through the Platform. We will make these modifications to the Terms of Use at our discretion. The date of last modification is stated at the beginning of these Terms of Use. It is your responsibility to check this page from time to time for updates.

When we make any material changes to these Terms of Use, we will provide you as much notice as the circumstances allow. Notifications can include displaying a notice within the Platform and/or by sending you an email to the email address that you have provided, and the revised Terms of Use will become effective two (2) weeks after such notification.

You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such two (2) week period, your continued use of the Platform after the end of that two (2) week period will constitute your acceptance of the revised Terms of Use.

Governing Law and Forum

Except as otherwise expressly provided below, these Terms and Conditions, and any dispute arising under or related to these Terms and Conditions or the Program, are governed by the laws of the United States in the State of Wyoming, without regard to Wyoming’s principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws. These Terms and Conditions will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. You agree to the exclusive jurisdiction of the federal and state courts located in the State of Wyoming, U.S.A. and waive any jurisdictional, venue or inconvenient forum objections to such courts.

Notwithstanding the foregoing, solely if you are a resident of a member state of the European Union and neither a professional musician nor an Entity (including an individual participating in the Program on behalf of, or for the benefit of, an Entity), and if the applicable Dispute does not arise in connection with your participation in the program while outside of the European Union, the following will apply: The terms of these Terms and Conditions, and any Dispute arising under or related to the Terms and Conditions or the Program, are governed by the laws of England and Wales, without regard to its principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws, and you agree to the exclusive jurisdiction of the courts located in London, England.

Notices

Except as otherwise stated in these Terms and Conditions, all notices under these Terms and Conditions must be in writing in order to be effective, and will be deemed to have been duly given or made on the fifth business day in Wyoming after the notice is emailed, if to Lovappy, to legal@lovappy.com, or, if to you, to your Email. If you accepted these Terms and Conditions on behalf of a Group, you will be responsible for promptly sharing any notices or statements provided hereunder with all members of the Group.

Miscellaneous

Nothing in these Terms and Conditions shall be construed to require the commission or omission of any act contrary to applicable law. In the event of a conflict between any provisions of these Terms and Conditions and any applicable law contrary to which the Parties have no legal right to contract, such provision will be construed in a manner consistent with applicable law and all other provisions will remain in full force and effect. These Terms and Conditions cannot be waived, modified or amended, in full or in part, except by a written agreement signed by you and Lovappy (provided that Lovappy may modify these Terms and Conditions solely as set forth above). No waiver by a Party, whether expressed or implied, of any provision of these Terms and Conditions or default hereunder will affect such Party’s right thereafter to enforce such provision or to exercise a right or remedy set forth in these Terms and Conditions in the event of any other default, whether or not similar. The rights and remedies of each Party as specified in these Terms and Conditions are not, unless otherwise expressly set forth herein, to the exclusion of any other rights or remedies of such Party. Each Party may decline to exercise one or more of its rights and remedies as it may deem appropriate without jeopardizing any other of its rights or remedies. Notwithstanding anything herein, each of the Parties may at any time exercise any right it now has or at any time hereafter may be entitled to as a member of the public as though these Terms and Conditions were not in existence. These Terms and Conditions will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

You may not assign these Terms and Conditions or any or all of your rights and obligations hereunder, in whole or in part, whether by operation of law or otherwise, to a third party, without the prior written consent of Lovappy. Any assignment in contravention of the foregoing sentence shall be deemed null and void ab initio. A merger, change of control, reorganization (in bankruptcy or otherwise) or stock sale of a controlling interest in you shall be deemed an “assignment” requiring such consent, regardless of whether you are the surviving entity. Notwithstanding anything herein, Lovappy may assign these Terms and Conditions or all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance hereunder to any third party, with or without notice to you. No person or entity not a Party to these Terms and Conditions has any rights or remedies under these Terms and Conditions, whether as a third party beneficiary or otherwise. You and we have and will have the status of independent contractors hereunder. Accordingly, there is no joint venture, partnership, agency, employer-employee or fiduciary relationship existing between you and us, and neither you nor us intend to create any such relationship by these Terms and Conditions.

By clicking “Agree”, you represent and warrant that you have read and understood these Terms and Conditions, will abide by them, and that you are:

(i) a natural person and 18 years of age (or the applicable age of majority in your jurisdiction, if other than 18) or older, and are entering into these Terms and Conditions in your individual capacity; or

(ii) a natural person and 18 years of age (or the applicable age of majority in your jurisdiction, if other than 18) or older, and:

(A) are a member of a Group, and are entering into these Terms and Conditions both in your individual capacity and as a member of such Group, and you hereby represent, warrant and covenant on a present and continuing basis that you have the legal authority to enter into these Terms and Conditions on behalf of the Group and each individual member thereof, and to bind the Group and each individual member thereof to these Terms and Conditions, and that each member of the Group is a natural person and 18 years of age (or the applicable age of majority in such member’s jurisdiction, if other than 18); or

(B) the manager of a Group, are entering into these Terms and Conditions on behalf of such Group, and you hereby represent, warrant and covenant on a present and continuing basis that you have the legal authority to enter into these Terms and Conditions on behalf of the Group and each individual member thereof, and to bind the Group and each individual member thereof to these Terms and Conditions, and that each member of the Group is a natural person and 18 years of age (or the applicable age of majority in such member’s jurisdiction, if other than 18); or

(iii) an Entity, and the individual entering into these Terms and Conditions on behalf of such Entity is a natural person 18 years of age (or the applicable age of majority in such person’s jurisdiction, if other than 18) or older and hereby represents, warrants and covenants on a present and continuing basis that he or she has the legal authority to enter into these Terms and Conditions on behalf of the Entity and to bind the Entity to these Terms and Conditions.

If you are entering these Terms and Conditions on behalf of a Group, you shall provide us, upon our request, with written confirmation from each member of such Group that such member is bound hereunder.