TERMS OF USE

The Song Plug, LLC

1. INTRODUCTION

Thank you for using the Song Plug platform and the products, services, and features we make available to you as part of the platform located at http://www.thesongplug.com (collectively, the “Service”). Please read these Terms of Use (“Terms”, “Agreement”) carefully as they govern your use of Song Plug’s services for music review and opportunities. By signing up for, or otherwise using, the Service, you agree to these Terms. If you do not agree to these Terms, then you must not use the Service.

2. AGE AND ELIGIBILITY REQUIREMENTS

By using the Service, and by entering into these terms, you affirm that you are eighteen (18) years or older, or, if you are not, that you are thirteen (13) years or older and have obtained parental or guardian consent to enter into these Terms.

Additionally, in order to use the Service, you represent that any registration and Account information that you submit to The Song Plug is true, accurate, and complete, and you agree to keep it that way at all times.

3. YOUR SERVICE PROVIDER

These Terms are between you and The Song Plug, LLC, a limited liability company operating under the laws of Tennessee, located at 209 Hart Lane, Lebanon, TN 37087 (referred to as “The Song Plug”, “Song Plug”, “we”, “us”, or “our”).

4. DEFINITIONS

“Access” shall have the meaning assigned to it in Section 6(b)(i).

“Account” shall mean the personalized digital profile created by You on http://www.thesongplug.com.

“AI-Generated Composition Content” shall mean any element of the Composition (in whole or in part) that is generated, synthesized, or materially modified by an Artificial Intelligence Tool, including any melody, harmony, hook, topline, lyric, or other authorship element.

“AI Technology” shall mean any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

“Artificial Intelligence Tool” shall mean any software, model, system, or service that uses machine learning, deep learning, neural networks, generative AI, or similar techniques to generate, synthesize, transform, emulate, modify, or analyze content, including any text-to-music or lyric-generation tools.

“Composition” shall mean the underlying musical work, including melody, harmony, rhythm, chord progressions, structure, and lyrics, as fixed in any tangible medium of expression, and excluding any particular sound recording, performance, arrangement, orchestration, mix, master, or other recorded embodiment of that work.

“Content” shall have the meaning assigned to it in Section 6(b)(i).

“Dispute” shall have the meaning assigned to it in Section 21(a).

“Initial Subscription Period” shall mean the first year of time that your subscription is first active and valid commencing on the date of enrollment in a subscription plan on http://www.thesongplug.com.

“Network” shall mean the interconnected group of individuals, organizations, and entities with which Song Plug has established relationships for professional, business, or strategic purposes, which includes, without limitation, employees, clients, partners, and industry contacts.

“Paid Subscription” shall have the meaning assigned to it in Section 5(a)(i).

“Payment Period” shall mean the specific interval of time for which a Subscriber is required to make a payment to maintain active access to http://www.thesongplug.com.

“Personnel” shall mean Subscriber’s employees, contractors, collaborators, and any other persons engaged by or on behalf of Subscriber.

“Prepaid Period” shall mean the duration of time for which a Subscriber has paid in advance to access a subscription.

“Payment Provider” shall mean a third-party service or platform that facilitates the processing of financial transactions between the Service and the Subscriber.

“Performing Rights Organization” (or “PRO”) shall mean any organization, society, or collective rights management entity that licenses, collects, administers, or distributes public performance royalties or other similar license fees in connection with musical works and/or sound recordings, including ASCAP, BMI, SESAC, Global Music Rights, PRS for Music, SOCAN, SACEM, and any similar organization in any jurisdiction.

“Song Plug Property” means all assets, materials, intellectual property, and resources owned or controlled by Song Plug including, but not limited to, digital content, software, trademarks, proprietary technology, databases, user interfaces, and any other materials or tools provided by Song Plug on its website whether now or in the future.

“Submission Materials” shall have the meaning assigned to it in Section 8(a).

“Subscriber” (“You” “Your” “Yours”) shall mean an individual or entity that has registered for an account on the Song Plug Website that permits access to the subscription-only features, content, or services of the Song Plug Website.

“Subscription” shall mean a time-limited right, granted by us to you under this Agreement for you to access and use the Service during the applicable Payment Period in accordance with this Agreement.

“Subsequent Subscription Period” shall mean the time interval that follows the end of the Initial Subscription Period, during which a Subscriber continues to have access to the Service, provided that the subscription is renewed.

“User” shall mean an individual or entity that accesses, interacts with, uploads to, or utilizes the services or features provided by the Service.

5. TERM

This Agreement is effective beginning when you accept the Agreement or first access or use the Service and ends when terminated as described in this Agreement. By enrolling in a Subscription with Song Plug, you hereby agree to the terms of this Agreement.

Automatic Renewal. After your Initial Subscription Period, and again after any Subsequent Subscription Period, your subscription will automatically renew on the first day following the end of such period (each a “Renewal Date”) and continue for an additional equivalent period, AND YOUR PAYMENT PROVIDER WILL AUTOMATICALLY BE CHARGED SONG PLUG’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION. BY SUBSCRIBING, YOU AUTHORIZE SONG PLUG TO CHARGE YOUR PAYMENT PROVIDER NOW, AND AGAIN AT THE BEGINNING OF ANY SUBSEQUENT SUBSCRIPTION PERIOD. If you cancel your subscription, your Account will remain active until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a refund of any portion of the subscription fee paid for the then-current subscription period.

Failure to Pay. Upon renewal of your Paid Subscription, if Song Plug does not receive payment from your Payment Provider: (a) you agree to pay all amounts due on your Account upon demand; and/or (b) Song Plug may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be reactivated, and your new subscription period will restart as of the day payment is received).

6. OUR SERVICE

The Service allows you to receive song critiques from industry experts and provides you with the opportunity for your songs to be pitched to leading music publishers, supervisors, record companies, industry entrepreneurs, and other sources of potential opportunities for song placement and/or exploitation. Additionally, at Song Plug’s discretion, Subscribers may have the opportunity to participate in various writing sessions, co-writes, writer retreats, and writer rooms.

All our services require payment before they can be accessed (“Paid Subscriptions”). We may also offer special promotional plans, memberships, or services.

We use reasonable efforts to keep the Service operational. However, Song Plug reserves the right to change our Service offerings and their availability from time to time, without notice or liability to you. The Service may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates. We may modify, suspend, or stop (permanently or temporarily) providing all or part of the Service.

If you have prepaid fees directly to Song Plug for a product or subscription that Song Plug permanently discontinues prior to the end of your Prepaid Period, Song Plug will refund you the prorated portion of the prepaid fees for the Prepaid Period after such discontinuation. Song Plug has no liability to you in connection with internet or other Service outages or failures caused by the actions of government authorities, other third parties, or events beyond our control.

7. YOUR USE OF SONG PLUG

You must create a Song Plug Account to use all or part of the Service. Your username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify info@thesongplug.com immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.

Subject to your compliance with these Terms, we grant to you limited, non-exclusive, revocable permission to make personal, non-commercial use of the Service and promotional materials (“Content”) (collectively, “Access”). Access shall remain in effect unless and until terminated by you or Song Plug. You agree that you will not redistribute or transfer the Service or Content. The Song Plug Website and the Content are licensed, not sold or transferred, to you, and Song Plug and its licensors retain ownership of all copies of the website and Content.

The Service and the Content are the property of Song Plug or Song Plug’s licensors. All Song Plug trademarks, service marks, trade names, logos, domain names, and any other features of the Song Plug brand (“Song Plug Features”) are the sole property of Song Plug or its licensors (“Song Plug Property”). These Terms do not grant you any rights to use any Song Plug Features whether for commercial or non-commercial use.

8. PAYMENTS AND CANCELLATION

You may purchase a Paid Subscription directly through the Song Plug Website by paying a subscription fee plus applicable taxes in advance on an annual basis or some other recurring interval disclosed to you prior to purchase. Tax rates are calculated based on the information you provide and the applicable rate at the time of your charge.

Song Plug reserves the right to make changes to its Paid Subscriptions, including recurring subscription fees, and will communicate any price changes to you in advance. Price changes will take effect at the commencement of the Subsequent Subscription Period following the date of the price change and, by continuing to use the Service after the price change takes effect, you will have accepted the new price.

Your subscription payment to Song Plug will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. You can cancel your subscription by going to your account profile and clicking cancel. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.

9. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

Submission Materials. Song Plug subscribers may upload their sound recordings, artwork, musical composition, or any other materials related to the foregoing, to the Service, including without limitation, any and all digital files encompassing sound recordings and Compositions, mp3s, .wav files, .pdfs, documents, and .jpgs submitted by Subscriber (“Submission Materials”). Subscriber is solely responsible for all Submission Materials submitted to Song Plug.

Subscriber’s Representations. Subscriber represents that: (a) Subscriber owns or has the right to submit Submission Materials; (b) such Submission Materials do not violate these Terms, or the intellectual property or other rights of any third party; (c) Subscriber’s submitted Composition(s) are entirely human-generated and created and not generated or created, in part or in whole, by or with the assistance of artificial intelligence in any form. For the avoidance of doubt, Subscriber is permitted to generate sound recording demos using artificial intelligence provided that the Composition itself was entirely human generated. By submitting Submission Materials, you represent an understanding that your Submission Materials will be accessible to and reviewable by any person or entity within Song Plug’s Network and may be re-shared by others within Song Plug’s Network.

Ownership. You retain complete ownership of all your Submission Materials when you upload them to the Service, unless and until your Composition is successfully placed, in which case the Composition ownership will be divided in accordance with the terms set forth in Section 9(d) below.

Limited License. You hereby grant to Song Plug and Song Plug’s Network a non-exclusive, royalty-free, fully paid, revocable license to reproduce, make available, and modify your Submission Materials, and create derivative works within the Song Plug Network only (the “License”). This License does not grant Song Plug or Song Plug’s Network the right to perform and display, translate, or distribute any Submission Materials outside the Song Plug Network. Subscriber shall not revoke this license during their use of the Service or during a year where Subscriber already paid for their annual subscription. Paid Subscriber must cancel their subscription prior to the new Payment Period in order to revoke the Limited License.

Publisher’s and Writer’s Share; Income. In the event your Composition is successfully pitched and placed with another songwriter, artist, publisher, producer, or record label, you shall retain One Hundred Percent (100%) of your writer’s share, unless agreed to separately between Subscriber and a third party co-writer, and the publisher’s share shall be equally split between Song Plug and Subscriber, with each retaining a Fifty Percent (50%) income right and ownership interest, unless a separate music industry agreement supersedes this. If Song Plug fails to successfully pitch or place your Composition within one (1) year from the date of submission, then all rights and ownership of the song shall revert back to you.

PRO Registration. As a condition to any obligation of Song Plug to pitch or place any Subscriber’s Compositions, Subscriber will: (a) register each Composition with a Performing Rights Organization prior to submission, and (b) maintain in good standing both an individual “writer” account and a “publisher” account with a PRO capable of receiving and distributing publisher’s share royalties. Subscriber will timely provide Song Plug with accurate registration details including title(s), writer(s), publisher(s), IPI/CAE numbers, splits, ISWC (if available), PRO affiliation(s), and any cue sheet or similar registration information. The Service does not undertake to register Compositions with any PRO or to administer Subscriber’s publishing on Subscriber’s behalf.

10. ANTI-ARTIFICIAL INTELLIGENCE POLICY

Subscriber represents and warrants that none of the submitted Composition(s), or portion thereof, was/were created or generated in any way using, or with the assistance of, AI Technology. Specifically, Subscriber represents and warrants that no AI Technology or Artificial Intelligence Tool was used to write, compose, co-write, generate, materially modify, or suggest any musical Composition, melody, harmony, hook, topline, lyric, or other authorship element contained in the Composition(s).

In connection with creating the Composition, Subscriber represents and warrants that Subscriber or its Personnel will not: (i) input, upload, prompt with, or otherwise provide any Composition to any Artificial Intelligence Tool; or (ii) use any Artificial Intelligence Tool that has been trained on, fine-tuned with, or otherwise derived from Composition or Song Plug Property, in each case without The Song Plug’s prior written consent.

Subscriber represents and warrants that the Composition (including any lyrics) is entirely human-written and does not include any AI-Generated Composition Content, and that no Artificial Intelligence Tool was used in any prohibited manner. Upon request, Subscriber will provide a written certification of compliance in a form reasonably acceptable to The Song Plug.

11. RESTRICTIONS

You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Service, you shall not:

• interfere with security-related features of the Service, including by reverse engineering or otherwise attempting to discover the source code of any portion of the Service;

• interfere with the operation of the Service or any User’s enjoyment of the Service, including by uploading any virus, adware, spyware, worm, or other malicious code; collecting personal information about another User without consent; or disrupting any network, equipment, or server connected to or used to provide the Service;

• perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;

• disclose personal information about another person or harass, abuse, or submit objectionable, pornographic, harmful, offensive, or obscene material;

• use the Service in any illegal way or in violation of any applicable law;

• copy, reproduce, distribute, sell, republish, download, display, post, or transmit any Song Plug Property in any form or by any means except as expressly stated herein;

• remove or destroy any copyright notices or other proprietary markings contained on or in the Service.

12. NO OBLIGATION TO PITCH OR PLACE; DISCRETION

SONG PLUG HAS NO OBLIGATION TO PITCH, SUBMIT, SHOP, MARKET, PROMOTE, LICENSE, PLACE, PUBLISH, SECURE A CUT OF, SECURE SYNCHRONIZATION OR MASTER-USE PLACEMENTS FOR, OR OTHERWISE EXPLOIT ANY COMPOSITIONS OR SUBMISSION MATERIALS, AND SONG PLUG MAKES NO PROMISE, REPRESENTATION, OR WARRANTY THAT ANY COMPOSITION OR SUBMISSION MATERIALS WILL BE SELECTED, PITCHED, PLACED, LICENSED, OR OTHERWISE COMMERCIALLY EXPLOITED. ALL DETERMINATIONS AS TO WHETHER AND HOW TO CONSIDER, PRIORITIZE, PITCH, PRESENT, OR OTHERWISE ACT WITH RESPECT TO ANY COMPOSITION OR THE SUBMISSION MATERIALS ARE ENTIRELY SUBJECTIVE AND WILL BE MADE IN SONG PLUG’S SOLE AND ABSOLUTE DISCRETION, INCLUDING BASED ON SONG PLUG’S CREATIVE JUDGMENT AND BUSINESS CONSIDERATIONS. SUBSCRIBER ACKNOWLEDGES THAT SONG PLUG MAY DECLINE TO TAKE ANY ACTION WITH RESPECT TO ANY OR ALL COMPOSITIONS OR SUBMISSION MATERIALS FOR ANY REASON OR NO REASON. SONG PLUG WILL HAVE NO LIABILITY FOR ANY FAILURE OR DECISION NOT TO PITCH OR PLACE ANY COMPOSITION, OR FOR ANY OUTCOME RELATED TO ANY PITCH, SUBMISSION, OR INTRODUCTION (INCLUDING LACK OF RESPONSE, REJECTION, OR NON-SELECTION BY ANY THIRD PARTY).

13. COMMUNICATIONS

By using the Service or providing personal information to us, you agree to receive communications from us, including via e-mail. Communication from us and our affiliated companies may include operational communications concerning your Account or the use of the Service, updates concerning new and existing features on the Service, communications concerning promotions offered by us, and news concerning Song Plug developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTION EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

14. TERMINATION

Termination By Song Plug. Song Plug may terminate these Terms or suspend your Access to the Service at any time if we believe you have breached any of these Terms, if we stop providing the Service or any material component thereof, or as we believe necessary to comply with applicable law. If Song Plug terminates these Terms or suspends your Access to the Service, you agree that Song Plug shall have no liability or responsibility to you, and Song Plug will not refund any amounts that you have already paid.

Termination By User. You may terminate your Account and the Agreement at any time by accessing your account, clicking “cancel”, and following the subsequent prompts, in which case you may not continue accessing or using the Service.

IF SONG PLUG IS, IN ITS SOLE DETERMINATION, ACTIVELY IN THE PROCESS OF PITCHING YOUR SONG, YOU CANNOT TERMINATE THIS AGREEMENT OR REVOKE THE LIMITED LICENSE GRANTED TO SONG PLUG BY YOU IN SECTION 9(c)(ii).

15. EFFECT OF TERMINATION

Termination of your Account includes removal of Access to the Service and may include barring of further use of the Service. All provisions of this Agreement which by their nature should survive shall survive Termination of your Account, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability. Termination of your Account also includes deletion of your password and all related information, files, and content associated with your Account.

16. DISCLAIMER OF WARRANTIES

SONG PLUG PROVIDES THE SERVICE AND ALL RELATED SERVICES TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATED TO YOUR USE OF AND ACCESS TO THE SERVICE AND ANY RELATED SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES WHICH MAY BE CREATED THROUGH THE COURSE OF DEALING OR USAGE OF TRADE. YOU UNDERSTAND THAT THERE MAY BE INTERRUPTIONS, DELAYS, INACCURACIES, OMISSIONS, AND/OR OTHER PROBLEMS WITH THE SERVICE. SONG PLUG DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE, CONTINUOUSLY AVAILABLE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR MEET YOURS OR ANY THIRD PARTY’S REQUIREMENTS. ANY CONTENT DOWNLOADED FROM, ACCESSED THROUGH, OR UPLOADED TO THE SERVICE IS ACCESSED OR UPLOADED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SONG PLUG SHALL CREATE ANY WARRANTY ON BEHALF OF SONG PLUG.

17. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL SONG PLUG OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

18. INDEMNIFICATION

You agree to indemnify and hold Song Plug harmless from and against all damages, losses, and expenses of any kind (including reasonable attorneys’ fees and costs) arising out of or related to: (1) your breach of any of these Terms; (2) any Content you submit or Content included within your Submission Materials; (3) any activity in which you engage on or through the Service; (4) your violation of any law or the rights of a third party; and (5) Song Plug’s failure to successfully pitch and place your Composition as those terms are commonly understood in the music business.

19. GOVERNING LAW

This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Tennessee, United States of America.

20. VENUE

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Song Plug agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state courts located in the State of Tennessee.

21. NOTICE

Where Song Plug requires that you provide an email address, you are responsible for providing Song Plug with your most current email address. You may give notice to Song Plug by sending an email to info@thesongplug.com or by sending a letter via mail to 209 Hart Lane, Lebanon, TN 37087. Such notice shall be deemed given when received by Song Plug by letter delivered by a nationally recognized delivery service or first-class postage prepaid mail at the above address.

22. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Dispute Resolution. Any dispute arising out of or relating to this Agreement or its interpretation, breach, termination, or validity (each, a “Dispute”), including any Dispute involving an affiliate or third party exercising any right or performing any obligation in connection with this Agreement, and including any Dispute with respect to the inventorship, ownership, validity, or enforceability of any intellectual property rights will be resolved in accordance with this Section 22. Either Party may initiate the dispute resolution procedure by written notice of a Dispute to the other Party.

Negotiations. Upon written notice of a Dispute, the Parties shall initially attempt to resolve such Dispute by informal, good faith negotiation. If the representatives are unable to resolve such Dispute within thirty (30) Business Days after notice of such Dispute, either Party may submit the Dispute for resolution by mediation or binding arbitration.

Mediation. If the Parties are unable to resolve any Dispute by negotiation, the Parties shall submit the Dispute for non-binding mediation administered by the American Arbitration Association (AAA) under the AAA Commercial Mediation Rules. The Parties shall participate in such mediation in good faith for a period of thirty (30) Business Days after appointment of the mediator. The Parties shall bear equally the costs of any mediation.

Arbitration. Any Dispute that the Parties are unable to resolve through negotiation or mediation shall be submitted for final and binding arbitration conducted by the AAA under the then prevailing AAA Commercial Arbitration Rules, applying the substantive law of Tennessee. Any Dispute in which either Party seeks in excess of One Million Dollars (US$1,000,000.00) in damages will be resolved by a tribunal of three (3) arbitrators. The arbitration award shall be final and binding on the Parties and judgment upon the award may be entered in any court of competent jurisdiction. The arbitration proceedings will be conducted in Nashville, Tennessee. Each Party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and will pay an equal share of the fees and costs of the arbitrator or arbitral tribunal.

Confidentiality. The existence of any Dispute, all activities conducted to resolve any Dispute, and any settlement, decision, award, or other resolution of any Dispute will be deemed confidential (“Confidential Information”), and neither Party shall disclose any such Confidential Information except to the extent necessary to enforce or challenge any such decision or award or as may be required by applicable law.

Intellectual Property Disputes. In the event that a Dispute arises with respect to the inventorship, ownership, validity, enforceability, or patentability of any patent, trademark, or other intellectual property rights, and such Dispute cannot be resolved by negotiation, then unless otherwise agreed by the Parties in writing, such Dispute will not be submitted to mediation or arbitration, and either Party may initiate litigation or other proceedings in a court of competent jurisdiction or applicable intellectual property office.

23. MODIFICATIONS

Song Plug reserves the right to modify these Terms from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the Service. For material changes, Song Plug will seek to supplement such notice by email, as an in-service pop-up message, or other prominent notice within the Service. Your use of the Service following any changes to these Terms will constitute your acceptance of such changes.

24. ENTIRE AGREEMENT

Other than as stated in this Section or as expressly agreed upon in writing between you and Song Plug, these Terms constitute all the terms and conditions agreed upon between you and Song Plug and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

25. SEVERABILITY AND WAIVER

If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in force and effect. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

26. ASSIGNMENT

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Song Plug’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

27. FORCE MAJEURE

Song Plug shall not be liable or responsible to you, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent Song Plug’s failure or delay is caused by or results from: (a) acts of God; (b) flood, fire, earthquake, other potential disasters or catastrophes, such as epidemics and pandemics, or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances; (g) telecommunication breakdowns or power outages or shortages; (h) music or entertainment industry events, developments, changes, or emergencies; and (i) other similar events beyond the reasonable control of Song Plug.