1) Parties

This Agreement is between AUDIOPOOL, Inc. ("AUDIOPOOL," "we," "us," or "our") and the uploader identified in the upload flow ("Artist," "you," or "your").

2) Definitions

"Artist Studio" means the artist upload and management area of the Services made available to approved or invited Artists.

"Artist" means a person or entity approved or invited by AUDIOPOOL to upload Tracks through Artist Studio or another artist upload flow made available through the Services.

"Artist Content" means the Track(s), releases, artwork, titles, descriptions, credits, metadata, profile materials, images, text, links and any other materials you submit in connection with a Track or your Artist account.

"Boost" means AUDIOPOOL's onchain digital vote used within the Services to support Tracks, participate in chart activity, and access certain reward, recognition, download or opportunity-related features. Boost may be associated with blockchain records, wallet-linked activity, smart contracts and related participation data.

"Boosting" means using Boost to support a Track within AUDIOPOOL. Boosting is a signal of support, an onchain digital vote, and a participation-recording mechanism within AUDIOPOOL's fan-powered charts.

"Chart Rules" means the then-current rules governing chart ranking, snapshots, eligibility, rewards, integrity standards, download eligibility and other chart-related mechanics as displayed in the Services or otherwise made available by AUDIOPOOL.

"Download" means a downloadable copy of a Track made available through the Services where download functionality is enabled by AUDIOPOOL and authorized by the Artist or through the applicable upload settings.

"Fan" means any user who participates in discovering, playing, Boosting, sharing, downloading or otherwise supporting music through AUDIOPOOL. References to Fans may include DJs, curators, tastemakers and other supporters of new music.

"Industry Opportunity" means any opportunity, consideration, introduction, review, placement, feature, release, partnership, campaign, sponsorship, booking, media coverage, playlist, catalogue placement, licensing opportunity or other commercial, creative, promotional or industry opportunity that may be sourced, offered, administered or fulfilled by AUDIOPOOL or an industry partner.

"Industry Partner" means any label, brand, promoter, media company, platform, sponsor, festival, publisher, distributor, playlist operator, agency, curator, music company or other third party involved in evaluating, sourcing, offering, administering or fulfilling Industry Opportunities.

"Network Fees" or "Gas Fees" means blockchain transaction or network fees charged by third-party blockchain networks to process onchain transactions, if any.

"Play" means a user listening to or playing back a Track through the Services.

"Services" means the AUDIOPOOL website, apps, Artist Studio, fan-powered charts, track pages, profile pages, download features, reward features, sharing features, blockchain-enabled features and related services.

"Share" or "Sharing" means using the Services' built-in sharing features to share or distribute links to Tracks, Artist pages, profiles, chart pages or related pages.

"The AUDIOPOOL Chart" means AUDIOPOOL's first fan-powered chart. AUDIOPOOL may operate additional fan-powered charts in the future.

"Track" means each individual sound recording you upload, including tracks within a single, EP, album or other release, together with its related metadata and artwork.

"Terms of Use" means AUDIOPOOL's Terms of Use, as updated from time to time, including any policies expressly incorporated by reference.

"Unboosting" means withdrawing previously allocated Boost from a Track within the Services, where that functionality is enabled. Unboosting returns the same amount of Boost to the user within the Services, subject to the rules of the Services.

3) Artist Access and Artist Studio

Artist upload access is available only to Artists who have been approved or invited by AUDIOPOOL.

Artist Studio is a self-serve upload and management area, but it is only accessible to approved or invited Artists. Approval, invitation or access to Artist Studio does not guarantee publication, chart eligibility, chart placement, downloads, rewards, industry consideration or any particular outcome.

AUDIOPOOL may approve, reject, limit, suspend or revoke Artist access at any time where AUDIOPOOL believes it is necessary to protect the Services, users, Artists, Industry Partners, chart integrity, rights holders, legal compliance or the reputation and operation of AUDIOPOOL.

3A) Artist Contact and Essential Communications

As a condition of receiving and maintaining Artist access, you must provide and maintain a valid, verified and monitored email address associated with your AUDIOPOOL account.

AUDIOPOOL may use that email address to communicate with you about:

• Artist Studio and your Artist account;
• publication, moderation, rights or status of your Tracks;
• chart positions, chart movement, chart results and chart highlights relating to your Tracks;
• Downloads and Download activity;
• rewards, recognition and related eligibility;
• Industry Opportunities identified for or offered to you;
• enquiries, introductions or communications involving Industry Partners;
• actions required to accept, administer or fulfill an opportunity;
• rights, infringement, compliance, security and fraud-prevention matters; and
• other matters reasonably necessary to administer your participation as an Artist.

You are responsible for monitoring the email address associated with your account and responding within any deadline stated in a communication.

If AUDIOPOOL cannot contact you, if messages repeatedly fail, or if you do not respond within a required timeframe, AUDIOPOOL may pause or withdraw an Industry Opportunity, delay or withhold reward or opportunity fulfillment, remove a Track from opportunity consideration, restrict or suspend Artist Studio or upload access, restrict your participation in relevant programs, or suspend or close your account.

AUDIOPOOL is not responsible for any missed reward, introduction, review, placement or other Industry Opportunity resulting from your failure to maintain or monitor a valid email address or respond within a stated deadline.

Essential Artist communications cannot be disabled while your AUDIOPOOL account or Artist access remains active. If you do not wish to receive these communications, you must close your account and discontinue Artist access. AUDIOPOOL may continue to send communications that are legally required or necessary to complete account closure, administer outstanding Track, reward, rights, or Industry Opportunity matters, prevent fraud, maintain compliance records, or establish, exercise, or defend legal claims.

4) Scope: What You Are Uploading

You are uploading your Track for use within AUDIOPOOL's music discovery platform.

The purpose of the upload flow is to allow your Track to be played, discovered, supported, Boosted, shared, downloaded where enabled, considered for fan-powered charts, and considered for rewards, recognition and Industry Opportunities under the applicable Chart Rules and program rules.

AUDIOPOOL operates fan-powered charts. The AUDIOPOOL Chart is the first chart. AUDIOPOOL may operate additional charts in the future.

Charts on AUDIOPOOL have two layers:

Opportunities from labels, brands, promoters, media, platforms, sponsors and other Industry Partners.

Chart activity, Industry Opportunities, rewards, downloads, recognition and other benefits are not guaranteed.

5) Ownership

You retain all right, title and interest in and to your Artist Content.

AUDIOPOOL does not claim ownership of your Track, release, artwork, metadata or other Artist Content.

Except for the limited rights you grant under this Agreement, all rights remain with you.

Uploading a Track to AUDIOPOOL does not make the Track exclusive to AUDIOPOOL unless you separately agree otherwise in writing.

You remain free to release, distribute, license, promote, monetize or remove your Track elsewhere, subject to your other agreements and the terms of this Agreement.

6) Rights You Must Have

By uploading a Track, you represent, warrant and agree that you own or control all rights necessary to upload and make the Track available through the Services, including all rights needed for:

• playback and Play functionality;
• display on Track pages, Artist pages, profile pages and chart pages;
• chart participation;
• Boosting and other support activity;
• Sharing features;
• free Downloads where enabled;
• limited promotional use;
• rewards and recognition features;
• Industry Opportunity consideration;
• service operation, hosting, storage, technical processing and delivery; and
• any other uses expressly authorized under this Agreement.

The rights you must have include, at a minimum:

• the master sound recording rights in and to the Track;
• the publishing and composition rights in and to the Track, including all writers' and publishers'

interests;

• all rights needed for any samples, interpolations, remixes, stems, beats, loops, vocals, featured

performances, artwork, titles, names, likenesses, logos, producer contributions, performer contributions or other third-party materials included in or associated with the Track; and

• all rights needed to authorize free Downloads of the Track through the Services where download

functionality is enabled.

You further represent and warrant that the Track and any associated artwork, titles, credits, descriptions, metadata and other Artist Content do not infringe, misappropriate or otherwise violate the rights of any person or entity.

Samples and third-party materials. If your Track includes or is based on any sample, interpolation, remix, stem, beat, loop, vocal, featured performance, artwork element or other third-party material, you must have all rights, licenses, consents and permissions required for the uses authorized by this Agreement before you upload the Track.

Collecting societies; royalties. You acknowledge that AUDIOPOOL makes Tracks available through the Services on a royalty-free basis as between you and AUDIOPOOL under this Agreement. As between you and AUDIOPOOL, you are solely responsible for determining and satisfying any royalties, fees or other amounts owed to any songwriter, publisher, producer, featured artist, performer, musician, manager, label, licensor, collaborator, collective management organization, performing rights organization, mechanical rights organization, neighbouring-rights organization or other rightsholder in connection with your Track.

No conflicting obligations. You represent and warrant that your upload, licensing, participation, chart activity, download authorization, promotional use and Industry Opportunity participation under this Agreement do not and will not conflict with any label agreement, publishing agreement, administration agreement, management agreement, producer agreement, distributor agreement,

collective-management obligation, platform agreement, licensing agreement or other commitment that restricts or prohibits the rights you grant under this Agreement.

If you cannot make these representations and warranties, you must not upload the Track.

7) Metadata and Rights Information

You represent and warrant that all metadata, credits, artwork, descriptive information, ownership information, rights information and other information you provide in connection with a Track are complete, accurate and not misleading.

You will promptly correct any inaccuracy, omission or misleading information.

AUDIOPOOL may delay, limit, refuse publication, restrict downloads, suspend chart participation, withhold rewards, pause Industry Opportunity consideration or remove any Track if associated metadata, rights information or other Artist Content is inaccurate, incomplete, misleading or reasonably likely to create confusion, claims, operational issues, legal risk or reputational risk.

8) License to Operate the Services

You grant AUDIOPOOL and its service providers a worldwide, non-exclusive, royalty-free license, sublicensable only as reasonably necessary to operate the Services, to host, store, reproduce, transmit, display, perform, distribute, make available and otherwise use your Artist Content solely to:

• provide playback and Play functionality to users;
• display your Artist page, Track page, profile information, artwork, metadata and related materials;
• enable Sharing features;
• operate discovery, chart, Boost, reward, recognition, download and opportunity-related features of

the Services;

• operate Artist Studio and related upload, moderation, rights-management, reporting and support

functions;

• process chart activity, participation signals and integrity checks;
• provide reporting, analytics, support and operational information to you;
• source, evaluate, present, administer and fulfill Industry Opportunities as described in this

Agreement;

• make free Downloads available where enabled and authorized under this Agreement;
• perform technical, administrative, security, compliance, fraud-prevention and support functions

reasonably necessary to operate the Services; and

• maintain historical chart records, audit logs, compliance records and prior operational records as

reasonably necessary.

This license includes only those rights necessary to operate the Services and the features described in this Agreement.

AUDIOPOOL will not claim ownership of your Track.

Technical formatting. You authorize AUDIOPOOL and its service providers to make limited technical changes required for delivery, display, interoperability, security, quality control, file preparation and platform functionality. These may include transcoding, reformatting, resizing artwork, generating waveforms, creating thumbnails, excerpting snippets for in-product display, normalizing metadata or similar technical processing that does not materially alter the underlying creative content of the Track.

9) Free Downloads

Where enabled by AUDIOPOOL, and where a Track is made available for download through Artist Studio or another approved upload flow, you authorize AUDIOPOOL and its service providers to reproduce, distribute and make available downloadable copies of the Track to users who meet the applicable download eligibility requirements.

Download eligibility may include Boosting the Track or taking another support action described in the Services.

Downloads on AUDIOPOOL are free unless AUDIOPOOL introduces separate written terms for paid downloads in the future.

A Boost-gated Download is provided as an artist-supported gift, reward or access feature for supporting a Track. Boosting is an onchain digital vote and a signal of support. Boosting does not constitute payment for the Track, a purchase of the Track, or a sale of digital music by AUDIOPOOL or the Artist.

A Boost-gated Download does not create any ownership interest, royalty right, revenue share, profit share, equity interest or other financial interest in the Track, the Artist or AUDIOPOOL.

You represent and warrant that you have all rights, licenses, consents and permissions required to authorize free Downloads of the Track through the Services, including all master, publishing, composition, sample, featured artist, producer, artwork and other third-party rights.

AUDIOPOOL may determine or display download availability, eligibility, file format, download limits, usage terms, required support actions, territorial availability and other download-related rules through the Services or applicable program rules.

AUDIOPOOL may modify, suspend, limit or discontinue Download functionality at any time.

10) User Download Rights

Where a user downloads a Track through AUDIOPOOL, that user receives a limited, personal, non-exclusive, non-transferable licence to download, store and use that Track for personal listening and DJ performance purposes.

This includes use of the downloaded Track in live DJ sets, subject to any venue, event, broadcast, livestream, public performance, neighbouring-rights, performing-rights, mechanical-rights or other licences required by law or by the relevant venue, platform, broadcaster, territory or collecting society.

A user who downloads a Track may not resell, redistribute, sublicense, upload, publish, commercially exploit, mint, sample, remix, synchronize, broadcast, livestream, make available, share the audio file itself, create derivative works from, or otherwise distribute or exploit the Track except as expressly permitted by AUDIOPOOL or the Artist in writing.

AUDIOPOOL may display or provide additional download usage terms at the point of download. If additional download terms are displayed, those terms will apply to the applicable Download.

11) Limited Promotional Use

You grant AUDIOPOOL a limited, non-exclusive, royalty-free license to use your artist name, Track title, approved artwork, profile image, public profile information, brief excerpts of descriptive metadata and related Artist Content in connection with:

• chart positions, chart movement, chart summaries, chart snapshots and weekly winners;
• The AUDIOPOOL Chart and any other fan-powered charts operated by AUDIOPOOL;
• reward, recognition and download-related features;
• editorial or informational materials about the Services and the chart experience;
• Industry Opportunity identification, presentation and communication;
• AUDIOPOOL's website, official social accounts, official emails, product pages, press materials and

similar official communications; and

• the Services generally.

AUDIOPOOL will not use the audio of your Track in paid advertisements or create derivative works of your Track audio for advertising without your separate permission.

For clarity, AUDIOPOOL may use short Track excerpts or previews inside the Services where reasonably necessary for playback, discovery, chart, download, sharing, editorial, artist-profile, track-page or opportunity-related functionality.

12) Charts, Play, Boost, Share and Chart Rewards

AUDIOPOOL's fan-powered charts reflect measurable participation processed through predefined rules displayed in the Services or otherwise made available by AUDIOPOOL.

Chart activity may include Play activity, Boosting activity, Sharing activity, Download activity and other participation signals recognized under the Chart Rules.

Users may support Tracks by Playing, Boosting, Sharing and, where enabled, downloading Tracks through the Services.

Participation becomes visible support within the Services, and chart visibility may change over time based on user participation and the Chart Rules.

Boost is an onchain digital vote. Boosting records support for a Track and may be associated with blockchain records, wallet addresses, timestamps, smart contracts and other onchain or offchain participation data.

Chart Integrity. AUDIOPOOL's charts are designed to reflect authentic participation. Any attempt to manipulate chart outcomes, evade integrity controls, automate participation improperly, misrepresent identity, abuse Boosting, abuse Download functionality, engage in botting or multi-accounting, or otherwise interfere with the Services may result in investigation, de-ranking, ineligibility, removal, suspension or other enforcement action.

Download eligibility does not independently guarantee or determine chart placement. However, where a Download is unlocked by Boosting a Track, the related Boost activity may be counted, weighted, limited, excluded, reviewed or disqualified under the same Chart Rules and integrity standards that apply to other Boost activity.

Chart Rewards; No Monetization of Tracks. Under this Agreement, AUDIOPOOL is not monetizing your Track on your behalf and is not undertaking to generate revenue from exploitation of your Track. AUDIOPOOL may, however, offer chart-based rewards, recognition programs, promotional opportunities, download-related features, Industry Opportunities or other participation-based benefits in connection with the Services.

Eligibility for any reward, recognition, download, Industry Opportunity or other benefit will be determined under the applicable program rules, Chart Rules and integrity standards.

Rewards and benefits are not guaranteed, may vary by program, and may be changed, suspended, limited or discontinued at any time.

For clarity, any chart reward, recognition, Download, Industry Opportunity or other benefit offered through the Services is not a royalty, revenue share, profit share or other payment arising from ownership or exploitation of the Track, and does not create any ongoing entitlement except as expressly stated in the applicable program rules or separate written agreement.

Sponsor, brand or Industry Partner support does not affect chart ranking logic, weighting, qualification thresholds, translation mechanics, governance decisions, chart visibility rules or chart outcomes.

AUDIOPOOL does not guarantee publication, continued availability, chart placement, chart visibility, Download availability, reward eligibility, reward receipt, audience growth, sponsorship opportunity, Industry Opportunity, label interest, media interest, brand interest, promoter interest, catalogue placement, release, signing, booking, licensing opportunity or any particular discovery outcome for any Track.

13) Industry Opportunities

AUDIOPOOL may use chart activity, Artist Content, Track information, public profile information, participation signals, Play activity, Boost activity, Share activity, Download activity, support data, metadata and other information made available through the Services to identify Tracks and Artists that may be relevant for Industry Opportunities.

AUDIOPOOL may communicate with Industry Partners to source, evaluate, present, administer or fulfill Industry Opportunities on behalf of Artists.

These Industry Partners may include labels, brands, promoters, media companies, platforms, sponsors, festivals, publishers, distributors, playlist operators, agencies, curators, music companies and other music industry participants.

By uploading a Track and participating in the Services, you authorize AUDIOPOOL to use your Artist Content, Track information, chart activity, support signals, public profile information and related service data to identify and present you and your Track for potential Industry Opportunities.

AUDIOPOOL may share public or platform-visible information with Industry Partners for these purposes, including:

• artist name;
• Track title;
• artwork;
• public Artist profile;
• public profile links;
• Track page links;
• chart position;
• chart movement;
• Play activity;
• Boost activity;
• Share activity;
• Download activity;
• participation signals;
• general support data;
• descriptive metadata; and
• other information made visible through the Services.

AUDIOPOOL will not share your non-public personal contact information, such as email address, legal name, phone number, mailing address, tax information or identity verification materials, with Industry Partners unless:

• you have provided the relevant information for that purpose;
• you have opted into opportunity consideration;
• you have requested or accepted consideration for a specific opportunity;
• you have authorized the sharing through Artist Studio or another opportunity flow;
• sharing is necessary to administer, provide or fulfill an opportunity you have accepted or requested;

or

• the sharing is otherwise disclosed to you in connection with a specific program, feature or

opportunity.

By maintaining Artist access and uploading Tracks, you authorize AUDIOPOOL to contact you directly about potential Industry Opportunities. AUDIOPOOL will not provide your non-public contact information to an Industry Partner unless one of the conditions above applies.

Industry Opportunities are not guaranteed. Industry Partners make their own decisions. AUDIOPOOL does not guarantee that any Track or Artist will be selected, signed, featured, booked, licensed, released, sponsored, promoted, reviewed or otherwise supported by any Industry Partner.

Unless expressly agreed in a separate written agreement, AUDIOPOOL is not your agent, manager, label, publisher, distributor, broker, employment agency or exclusive representative.

14) Onchain Records; Non-Custodial Wallets; Limits on AUDIOPOOL Control

Certain Tracks or participation features on AUDIOPOOL may be associated with a blockchain-based smart contract or similar onchain record ("Smart Contract").

Certain actions in the Services may be recorded on the Base blockchain network or other supported blockchain infrastructure.

Onchain data may include wallet addresses, Track identifiers, Smart Contract addresses, Boosting activity, Unboosting activity, timestamps, snapshot events, chart-related events, reward-related events, Download-related eligibility events, and other transaction-related metadata.

You acknowledge and agree that onchain data may be publicly viewable and that blockchain transactions are generally irreversible.

AUDIOPOOL does not intend to record personal information such as your legal name, email address, phone number, mailing address, tax information or identity verification materials onchain. However, blockchain addresses and transaction-related data may be visible through public tools or records and may be associated with your activity through the Services.

AUDIOPOOL does not control non-custodial wallets and does not store private keys. You are solely responsible for the security, custody and use of any wallet you connect to or use with the Services, including any signatures, network fees or transactions initiated through that wallet.

AUDIOPOOL may be unable to reverse, delete, modify or remove onchain records, even if a Track is removed or your account is suspended or terminated.

15) Fan Participation and Download Visibility; No Non-Public Fan Contact Data

Fan participation in AUDIOPOOL may be visible as part of the Services.

As an Artist, you may be able to view participation information that is made visible through the Services, including information about users who support, Boost, Share, participate in chart-related features, or download your Track.

Where Download functionality is enabled, AUDIOPOOL may show you information about users who download your Tracks. This may include:

• user handle;
• public profile information;
• wallet address where applicable;
• the Track downloaded;
• the Boost or support action associated with the Download;
• download status;
• date and time of Download; and
• other platform-visible participation information.

AUDIOPOOL does not provide you with Fans' non-public personal contact information, such as email addresses, legal names, phone numbers, mailing addresses, tax information or identity verification materials, unless separately and expressly stated in connection with a specific program, opportunity or consent process.

You may use participation information visible through the Services only in connection with your use of the Services.

You may not use such information to create or enrich off-service contact lists, marketing databases, audience profiles, retargeting datasets, data broker files, spam lists or other external marketing or outreach systems unless expressly permitted by AUDIOPOOL and applicable law.

16) Takedowns, Removal, Restriction and Suspension

AUDIOPOOL may refuse, delay, limit, de-rank, disable, restrict Downloads of, or remove any Track or other Artist Content at any time if AUDIOPOOL:

(a) receives a claim relating to the content;

(b) reasonably believes a claim or dispute may arise;

(c) believes the content may violate this Agreement, the Terms of Use, the Privacy Policy, applicable law or the rights of any person;

(d) needs to investigate fraud, manipulation, impersonation, rights issues, Download abuse, Boost abuse, chart manipulation or other abuse;

(e) needs to comply with legal process or a third-party service requirement;

(f) reasonably determines that continued availability would create operational, legal, reputational, security or safety risk; or

(g) reasonably believes the Artist no longer has the required rights, permissions or authority for the uses authorized by this Agreement.

If a Track is removed or restricted, it may become unavailable for playback, chart participation, Boosting, Sharing, Downloads, rewards, recognition, Industry Opportunities or other benefits.

AUDIOPOOL may void, withhold or revoke any associated reward, status, Download eligibility, chart position, recognition or opportunity consideration to the extent permitted by applicable law and the applicable program rules.

17) Copyright Complaints; Counter-Notice; Repeat Infringers

AUDIOPOOL respects the intellectual property rights of others and expects Artists to do the same.

If AUDIOPOOL receives a claim that any Track, artwork, metadata, profile material or other Artist Content may infringe copyright or other rights, AUDIOPOOL may remove, disable access to,

de-rank, restrict, suspend Download functionality for, or otherwise limit the affected content while the matter is reviewed.

Copyright complaints must include sufficient detail for AUDIOPOOL to evaluate the claim, including:

• identification of the copyrighted work allegedly infringed;
• identification of the allegedly infringing content and its location in the Services;
• the complaining party's contact information;
• a statement of good-faith belief that the disputed use is not authorized; and
• a statement that the information provided is accurate and that the complaining party is authorized

to act.

Where permitted by applicable law, an Artist whose content is removed may submit a counter-notice if the Artist believes the removal was made in error or by misidentification.

AUDIOPOOL may restore content where it determines restoration is appropriate or legally required.

AUDIOPOOL may suspend or terminate the accounts of repeat infringers or Artists who repeatedly upload content that is subject to credible rights claims.

Copyright and rights complaints must be submitted using AUDIOPOOL's designated notice process identified in the Terms of Use or on the AUDIOPOOL website.

18) Contributor Payments; No AUDIOPOOL Responsibility for Splits

As between you and AUDIOPOOL, you are solely responsible for determining whether any chart reward, recognition benefit, Download-related benefit, Industry Opportunity, promotional opportunity or other value received in connection with your Track must be shared with any songwriter, publisher, producer, featured artist, performer, musician, manager, label, licensor, collaborator, collective management organization or other contributor or rightsholder.

You are solely responsible for making any such payments, allocations, accounting, notices or reporting.

AUDIOPOOL is not responsible for determining or enforcing ownership splits, contributor entitlements, royalty obligations, collective-management obligations, Download-related obligations or payment allocations among you and any third parties.

You represent and warrant that your participation in any chart reward, recognition program, Download feature, Industry Opportunity or other benefit, and your receipt of any related reward or benefit, will not violate any agreement or obligation you have with any label, publisher, distributor, producer, collaborator, manager, collective management organization or other third party.

19) Third-Party Systems

Certain features of the Services may depend on third-party infrastructure, wallets, blockchains, storage providers, app stores, analytics providers, communications tools, email providers, payment or payout providers, identity verification providers, compliance providers, fraud-prevention providers, download delivery providers or other service providers.

AUDIOPOOL does not control those third parties and does not guarantee continued availability, timing, format compatibility, territorial availability, security, interoperability, transaction confirmation or feature availability where such features depend on third-party systems.

20) Your Indemnity

You agree to defend, indemnify and hold harmless AUDIOPOOL and its officers, directors, employees, contractors, agents, affiliates and service providers from and against any third-party claim, demand, liability, damage, loss, cost or expense, including reasonable attorneys' fees, to the extent arising out of:

• your Artist Content;
• your Track;
• any Download of your Track authorized through the Services;
• any claim that you did not have the rights required to authorize playback, chart participation,

Boosting, Sharing, Downloads, promotional use or Industry Opportunity consideration;

• any breach of your representations, warranties or obligations under this Agreement;
• any allegation that your Artist Content infringes, misappropriates or otherwise violates third-party

rights;

• any dispute with a collaborator, contributor, producer, featured artist, label, publisher, distributor,

manager, licensor, rights holder or collective management organization; or

• your misuse of participation, Download or fan visibility information made available through the

Services.

21) Disclaimers

THE SERVICES, INCLUDING ARTIST STUDIO, DISCOVERY FEATURES, FAN-POWERED CHARTS, THE AUDIOPOOL CHART, PLAYBACK, BOOSTING MECHANICS, SHARING FEATURES, DOWNLOAD FEATURES, REWARD-RELATED FEATURES, INDUSTRY OPPORTUNITY FEATURES AND ONCHAIN FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUDIOPOOL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

AUDIOPOOL DOES NOT GUARANTEE THAT ANY TRACK WILL BE PUBLISHED, PLAYED, BOOSTED, SHARED, DOWNLOADED, CHARTED, REWARDED, RECOGNIZED, REVIEWED, SIGNED, FEATURED, LICENSED, RELEASED, BOOKED, PROMOTED, PLACED, SPONSORED OR SELECTED FOR ANY INDUSTRY OPPORTUNITY.

22) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUDIOPOOL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OPPORTUNITIES, REPUTATION OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR TRACK, YOUR ARTIST CONTENT, DOWNLOADS, INDUSTRY OPPORTUNITIES OR THE SERVICES, EVEN IF AUDIOPOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUDIOPOOL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

For claims arising out of or relating specifically to a Track, Artist Content, Downloads, Industry Opportunities, or this Agreement, the limitations of liability in this Agreement control over any different limitation stated in the Terms of Use.

23) Term and Termination

This Agreement begins when you accept it in the upload flow and continues for as long as your Track is available in the Services or as long as AUDIOPOOL reasonably requires the rights granted under this Agreement to operate the Services, maintain historical chart reporting, maintain Download records, comply with legal obligations, preserve records related to prior use of the Services, administer rewards, maintain audit logs, protect chart integrity, or handle disputes, claims, takedowns, rights issues or compliance matters.

You may request removal of your Track via the Services or support channels.

If you remove a Track, AUDIOPOOL will use commercially reasonable efforts to stop further ordinary availability of that Track through the Services, including ordinary playback and future Downloads, but historical chart records, prior user interactions, cached or previously delivered copies, Downloads already completed by users, public blockchain records, audit logs, compliance records, support records and other residual records may remain visible or retained to the extent technically necessary, legally required or inherent in the underlying systems used by the Services.

Removal does not affect:

• Downloads already completed by users;
• onchain data already recorded;
• historical chart reporting;
• prior user activity;
• prior support signals;
• prior rewards or recognition records;
• compliance records;
• audit logs; or
• AUDIOPOOL's limited rights to maintain prior operational uses already authorized under this

Agreement.

24) Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

The dispute-resolution, arbitration, individual-action and class-action waiver, jurisdiction, and time-limitation provisions in the Terms of Use also apply to disputes arising out of or relating to this Agreement, except where prohibited by applicable law.

25) Changes

AUDIOPOOL may update this Agreement from time to time.

The version presented at upload will apply to that upload.

If you upload additional Tracks at a later time, AUDIOPOOL may present an updated version for acceptance.

AUDIOPOOL may also require acceptance of an updated Agreement before enabling additional features, including Downloads, new chart features, new reward programs, new Industry Opportunity features or other material changes to the Services.

26) Miscellaneous

Entire Agreement. This Agreement, together with the Terms of Use, Privacy Policy, Chart Rules and any policies expressly incorporated by reference, constitutes the entire agreement between you and AUDIOPOOL regarding the subject matter of this Agreement and supersedes prior or contemporaneous understandings relating to that subject matter.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

Assignment. AUDIOPOOL may assign or transfer this Agreement, in whole or in part, in connection with a merger, acquisition, reorganization, sale of assets, financing, corporate transaction or by operation of law. You may not assign this Agreement without AUDIOPOOL's prior written consent.

No waiver. AUDIOPOOL's failure to enforce any provision of this Agreement will not be deemed a waiver of that provision or any other provision.

Interpretation. Headings are for convenience only and do not affect interpretation. References to "including" mean "including without limitation."

Notices. AUDIOPOOL may provide notices to you by email, in-product notification, posting within the Services, Artist Studio or other reasonable electronic means using the contact information associated with your account. You are responsible for keeping your account contact information current.

27) Contact

Questions about this Agreement should be directed to:

support@audiopool.io