Playlist of Color Terms of Use.

WHEREAS, Playlist of Color (“Company,” “we” or “us”) operates a gratis website service (the “Service”) wherein Company makes available to third-party licensees (“Licensee(s)”) a library of master sound recordings embodying certain musical compositions (“Work(s)”) created by independent, third-party content creators (“Licensor(s)”) (the Licensee(s) and Licensor(s) shall sometimes be referred to herein individually and collectively as “User(s)” or “you”); and,

WHEREAS, Licensor(s) wish to upload their Works to the Service for potential use, licensing and/or other exploitation by prospective Licensees; and,

WHEREAS, Licensee(s) wish to use the Service to access and discover Works for potential use, licensing and/or other exploitation.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and you hereby agree as follows:

1. Licensor Grant of Rights: Licensor hereby grants Company a gratis, non-exclusive, perpetual license to publicly perform, reproduce, distribute and/or transmit any of the Licensor’s Works uploaded to the Service, provided that Company’s use of the Works as aforesaid shall be limited solely to non-commercial uses in connection with the Service. Licensor may request in writing (provided email shall be deemed sufficient) at any time that Company remove Licensor(s)’ Work(s) from the Service. All other rights not expressly granted by Licensor hereunder remain respectfully reserved.

2. User Responsible for all Clearances: Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, the applicable User(s) shall be solely responsible for obtaining and paying for any and all clearances required in connection with Licensee’s, or any other third-party’s use of any of the Works hereunder.

3. User’s Representations/Warranties/Indemnity: In using the Service, you hereby represent and warrant that you have the full right, power, and authority to enter into this agreement, to use the Service as provided for herein and to grant all of the rights granted by you hereunder, free and clear of any and all claims, rights, encumbrances and obligations whatsoever. You warrant and represent that any information (including, without limitation, applicable metadata) provided by you in connection with any of the Works is, and shall remain true and correct. You hereby agree to indemnify and hold harmless Company and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders, to the fullest extent permitted by law, from and against any and all liability which may arise from your use of any Work, 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 defamatory, pornographic, obscene or offensive material. You irrevocably waive the right to assert any claim with respect to any of the foregoing against Company or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, and in no event shall Company or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders be liable for lost profits or any consequential, indirect or incidental damages arising out of or in connection with your accessing, uploading or use of any Work(s) or the Service.

4. No Representation/Warranty by Company: All Works provided to Licensee by means of the Service are provided “as-is” and neither Company nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders makes any warranties or representations whatsoever with respect to any Work(s) hereunder. Licensor recognizes that the exploitation and use of Works is speculative and Company makes no guarantees with respect to any prospective exploitation or use of such Works by any Licensee or other third party. Nothing contained herein shall obligate Company, Licensee or any other third party to license, exploit or make use of any of the Works uploaded to the Service by Licensor.

5. Miscellaneous: The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof. A waiver by any party hereto of any provision of this agreement in any instance shall not be deemed to be a waiver for the future. This agreement contains the entire understanding of the parties relating to its subject matter. This agreement supersedes all prior agreements between the parties pertaining

to the subject matter hereof, whether verbal or written. All remedies, rights, undertakings and obligations contained in this agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either party. This agreement has been entered into in the State of New York and the validity, interpretation and legal effect of this agreement shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within such state. The courts of New York, New York (state and federal) only will have jurisdiction of any controversies regarding this agreement and the parties hereto consent to the jurisdiction of said courts. Company shall be entitled to assign any of its rights or obligations hereunder without User’s consent.

6. BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE OR ANY WORK(S) HEREUNDER, YOU AGREE TO BE BOUND BY, THE FOREGOING TERMS AND CONDITIONS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE FOREGOING TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE OR ACCESS ANY WORK(S) HEREUNDER.