Music Platform Subscription and Access Agreement

1. Definitions:

a) Subscriber Location: "Subscriber Location" shall mean the discreet, singular physical area(s) associated with a subscriber's business premises and/or property, including without limitation the rooms and facilities comprising said premises and/or property; and specifically excluding multiple premises.

b) Subscriber: As used herein, "Subscriber" shall mean a commercial or non-profit organization or individual engaged in commercial, industrial, professional or personal activities who subscribes to the Rightsify Platform.

c) Rightsify Platform: The "Rightsify Platform" refers to Rightsify's proprietary software application and technology ecosystem that provides access to music content, including AI-Generated Content, for background music purposes.

d) Content: "Content" shall mean all audio files, streams, and musical output available through the Rightsify Platform, including both: i. Curated audio content created by human composers and musicians; and ii. AI-Generated Content, which refers to audio content that is partially or wholly created through artificial intelligence technologies owned or licensed by Rightsify.

e) AI-Generated Content: "AI-Generated Content" refers to audio files and streams that are partially or wholly created through Rightsify's proprietary artificial intelligence technologies, where Rightsify owns all necessary rights to such content.

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2. Agreement:

This Subscription and Access Agreement, hereinafter referred to as the "Agreement" is entered into between Rightsify Group LLC, d/b/a "Rightsify" ("Us," "We," "Our," "Provider"), a California Limited Liability Company, and subscribers to the Rightsify Platform ("Subscriber," "You," "Your"), and pertains, additionally, to any and all Rightsify affiliates, subsidiaries, nominees, and assigns. This Agreement is governed by California law.

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3. Territory:

The Agreement covers the territory specified in Subscriber's account upon signing, and specifically the designated Subscriber Location identified at registration.

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4. Term:

The Agreement operates for a period of one (1) year from acceptance and will automatically renew at the end of this period unless either party gives advance 30-day written notice of its intent not to renew.

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5. Service Access Grant:

During the Term, Rightsify grants to Subscriber the non-exclusive, non-transferable, and non-assignable right to access and use the Rightsify Platform and its Content at Subscriber's Location, identified at registration. This access allows Subscriber to stream background audio content to employees, customers, guests, and patrons of Subscriber's business through Rightsify's interactive software platform. 

For AI-Generated Content, Rightsify grants this access on the basis that Rightsify: a) Owns all necessary rights in the AI systems used to generate such content; b) Has developed its AI systems using properly licensed or public domain training data; and c) Can grant all necessary rights for use of such AI-Generated Content within the platform without additional third-party permissions.

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6. Platform Access and Usage:

The Rightsify Platform may be accessed from any internet-connected device, including, but not limited to, laptops, desktop computers, tablets, smartphones, and other internet-connected devices. Subscriber may log on to the web or mobile Rightsify applications from a pre-approved device and may select and play content from the platform based on Subscriber's schedule and preferences.

Subscriber may also, where available, utilize Rightsify's AI-powered content generation features to create customized background audio streams within the parameters and limitations set by the platform.

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7. Usage Limitations:

a) Platform access is not assignable, transferrable, or sellable to any third-party whether by operation of law or otherwise;

b) Subscription access does not authorize streaming, transmission, or redistribution of Content by wire, internet, or otherwise to persons outside of Subscriber's Location;

c) Access extends to one Subscriber Location only and may not be used outside of the registered Location. If Subscriber wishes to use the Rightsify Platform in additional Locations, Subscriber must acquire additional subscriptions;

d) Access is limited to non-dramatic use of Content for background purposes only;

e) Subscriber must not use the Content outside of or beyond the Rightsify Platform, meaning Subscriber must not download, upload, or share the Content with third-parties under any circumstances;

f) Subscriber must not alter, copy, edit, modify, or reproduce the Content or any portions thereof by any means without Rightsify's prior written authorization;

g) Subscriber must secure all Rightsify account credentials, which include, but are not limited to, usernames and passwords, and must limit access to said details to authorized personnel. Subscriber shall not divulge, upload, rent, sell, loan, or exchange any usernames or passwords with any other person or entity. Subscriber shall promptly inform Rightsify of any loss, theft, or misuse of credentials, and where Subscriber fails to do so, Subscriber shall be liable for any loss or damage arising from such misuse. Rightsify reserves the right to terminate access in the event of any credential misuse;

h) Subscriber may not alter, modify, or obfuscate its IP address or geographical location while using the platform;

i) Subscriber acknowledges that AI-Generated Content may be subject to evolving legal standards and regulations, and agrees to comply with any additional usage guidelines that Rightsify may implement regarding AI-Generated Content.

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8. Subscription Fee:

a) Subscriber will pay an annual subscription fee of $99 per Subscriber Location as specified in its account upon signing this Agreement;

b) Subscriber's subscription will annually automatically renew whether by direct debit, PayPal, or wire transfer based upon the Term of this Agreement;

c) Rightsify reserves the right to change the subscription fee upon 30 days written notice. If Subscriber does not agree to the change, it may cancel the subscription pursuant to the cancellation terms of the Agreement. Subscriber's use after notice constitutes agreement to the fee;

d) If Rightsify does not receive payment within 30 days of the due date for Subscriber's annual renewal, Rightsify reserves the right to temporarily restrict Subscriber's access until the existing balance has been paid in full or to terminate Subscriber's account if the existing balance is not paid within 60 days.

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9. Usage Analytics:

Rightsify will monitor and log platform usage and streaming data from within the Rightsify Platform for system optimization, personalization, and quality assurance purposes only.

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10. Technical Requirements:

The Rightsify Platform requires broadband internet connectivity at Subscriber's Location in order to provide uninterrupted service. Rightsify is not responsible for Subscriber's internet connection, or for periods of service disruption or unavailability owing to failure, delay, or other interruption of Subscriber's internet service.

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11. Technology Platform and AI-Generated Content Provisions:

a) Ownership: Subscriber acknowledges that all AI-Generated Content provided through the Rightsify Platform remains the sole intellectual property of Rightsify, regardless of any input parameters or customization options selected by Subscriber.

b) No Proprietary Rights Claim: Subscriber shall not claim proprietary rights, copyright or any other intellectual property rights in any AI-Generated Content created or customized through the platform.

c) Evolving Legal Landscape: Both parties acknowledge that the legal framework surrounding AI-generated content is evolving. Rightsify will make commercially reasonable efforts to comply with all applicable laws and regulations regarding AI-generated content, and may modify these terms as necessary to maintain compliance.

d) Attribution: Where required by law or industry practice, Rightsify will provide appropriate attribution for AI-Generated Content, which may include disclosure of AI involvement in the creation process.

e) Content Controls: Rightsify implements appropriate technological and procedural safeguards to ensure AI-Generated Content does not contain unauthorized material or infringe upon third-party rights.

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12. Cancellation:

Subscriber may cancel service at any time by notifying Rightsify in writing via email. Cancellation is effective upon receipt of such written notice. However, Rightsify will not refund payments made prior to receipt of Subscriber's notice of cancellation.

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13. Warranties & Representations:

Rightsify hereby warrants:

a) That Rightsify owns all necessary rights to provide the platform and Content to Subscriber;

b) That Rightsify has secured all technological rights, licenses, and permissions necessary to grant platform access and otherwise fully perform all obligations hereunder;

c) That for AI-Generated Content, Rightsify: i. Owns all necessary rights to the AI technologies used to generate the content; ii. Has developed its AI systems using properly licensed or public domain training data; iii. Has implemented reasonable measures to avoid potential infringement in AI-generated content; iv. Will defend and indemnify Subscriber as specified in Section 14 against third-party claims alleging that Subscriber's authorized use of AI-Generated Content through the platform infringes any copyright, patent, or other intellectual property right.

d) That Rightsify will deliver and provide high-quality data, files, and streaming infrastructure for the platform;

e) That Rightsify has the necessary authority to enter into this Agreement and to fully perform the terms of this Agreement;

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14. Indemnification:

Subscriber agrees to indemnify and hold harmless Rightsify and its affiliates, subsidiaries, parents, nominees, successors, employees, owners, investors, and agents harmless from and against any third-party claims, demands, and suits arising out of any breach or alleged breach of this Agreement by Subscriber. Rightsify shall indemnify Subscriber against any third-party claims relating to Subscriber's authorized use of the platform and Content, including AI-Generated Content.

Subscriber will immediately notify Rightsify of any claim, demand, or suit and immediately deliver to Rightsify all papers pertaining to such occurrence. Rightsify shall have full charge of the defense of any such claim, demand, or suit and Subscriber shall cooperate fully with Rightsify in such defense. Subscriber shall have the right to engage counsel of its own, at its own expense, who may participate in the defense of any such action. Rightsify's liability under this Paragraph shall be strictly limited to the amount of subscription fees actually paid by Subscriber to Rightsify under this Agreement for the calendar year in which the claim, demand, or suit occurred.

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15. Legal Framework and Jurisdiction:

a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, regardless of the location of the Subscriber.

b) Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Los Angeles, California, United States.

c) The parties expressly agree that this Agreement constitutes a software and technology access arrangement, not a music licensing or public performance agreement, and shall be interpreted accordingly.

d) Subscriber acknowledges that Rightsify's AI-Generated Content is technological output created through proprietary algorithms and is not subject to copyright, traditional music licensing frameworks or collection society jurisdiction.

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16. Third-Party Inquiries:

If Subscriber receives inquiries regarding the Rightsify Platform from any third parties, Subscriber is encouraged to direct such inquiries to Rightsify's customer support team for appropriate handling and resolution.

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17. Entire Agreement:

This Agreement contains all the terms of the agreement between Rightsify and Subscriber and no terms or conditions may be added or deleted unless made in writing and signed by Rightsify.

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