Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR FREE TRIAL OF THE SERVICES.

IF YOU PURCHASE OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

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

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on June 30, 2014. It is effective between You and Us as of the date of You accepting this Agreement.

As part of the Subscription Service provided by RoyaltyZone (the “Service”), RoyaltyZone will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the RoyaltyZone website incorporated by reference herein, including but not limited to RoyaltyZone’s privacy and security policies.

1. Privacy & Security; Disclosure

RoyaltyZone’s privacy and security policies may be viewed here. RoyaltyZone reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.  Note that because the Service is a hosted, online application, RoyaltyZone occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that RoyaltyZone can disclose the fact that you are a paying customer and the edition of the Service that you are using.

2. License Grant & Restrictions

RoyaltyZone hereby grants you and a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by RoyaltyZone and its licensors. You may not access the Service if you are a direct competitor of RoyaltyZone, except with RoyaltyZone’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.  Licensor users are permitted to invite their Licensees to use the service at their discretion.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service (the “Content”) in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your internal business purposes and shall not intentionally or knowingly: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify RoyaltyZone immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to RoyaltyZone immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another RoyaltyZone user or provide false identity information to gain access to or use the Service.  For purposes of this Agreement, “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by RoyaltyZone at your request).

4. Account Information and Data

RoyaltyZone does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not RoyaltyZone, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

5. Intellectual Property Ownership

RoyaltyZone alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the RoyaltyZone Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the RoyaltyZone Technology or the Intellectual Property Rights owned by RoyaltyZone. The RoyaltyZone name, the RoyaltyZone logo, and the product names associated with the Service are trademarks of RoyaltyZone or third parties, and no right or license is granted to use them.  For purposes of this Agreement, “RoyaltyZone Technology” means all of RoyaltyZone’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by RoyaltyZone in providing the Service, and “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

6. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable, as outline on the Order Form. Payments must be made annually in advance unless otherwise mutually agreed upon on the Order Form. You are responsible for paying for all subscription licenses ordered for the entire License Term, whether or not such subscription licenses are actively used. You must provide RoyaltyZone with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add subscription licenses by executing an additional written Order Form. Added subscription licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. RoyaltyZone reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party unless required by law.

7. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is 100 GB per RoyaltyZone account.  If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. RoyaltyZone will use reasonable efforts to notify you when the average storage used per published license agreement reaches approximately 90% of the maximum; however, any failure by RoyaltyZone to so notify you shall not affect your responsibility for such additional storage charges. RoyaltyZone reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

8. Billing and Renewal

RoyaltyZone charges and collects in advance for use of the Service. RoyaltyZone will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total published license agreements times the license fee in effect during the prior term, unless RoyaltyZone has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. You agree to provide RoyaltyZone with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, RoyaltyZone reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to RoyaltyZone herein, RoyaltyZone reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less. You will continue to be charged for Subscription licenses during any period of suspension. If you or RoyaltyZone initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above, and prorated to the date of termination. You agree that RoyaltyZone may bill you for such unpaid fees.

RoyaltyZone reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.

10. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.  The Initial Paid Subscription Term shall commence and expire on the date mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at RoyaltyZone’s then current fees.  Either party may terminate this Agreement or reduce the number of subscription licenses, at any time with or without cause, by notifying the other party in writing at least thirty (30) business days prior to the date of the termination. Termination will become effective thirty (30) business days after the notice is provided and all fees due will be prorated to the date of the termination.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of the RoyaltyZone Technology or Service will be deemed a material breach of this Agreement. RoyaltyZone, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.  You agree and acknowledge that, unless otherwise provided by law, RoyaltyZone has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

12. Customer Data

Provided that Customer has paid all amounts owed to RoyaltyZone under this Agreement and is not otherwise in breach of this Agreement, upon written request from Customer RoyaltyZone will use commercially reasonable efforts to provide Customer with exported royalty reports and accounting data relating to your account and data relating to your license agreements in raw format.  You agree and acknowledge that RoyaltyZone has no obligation to retain Customer Data after 60 days following termination of this Agreement, unless otherwise required by law.

13. Representations & Warranties

Each party represents that it has the legal power and authority to enter into this Agreement. RoyaltyZone represents that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online RoyaltyZone help documentation under normal use and circumstances. You represent that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14. Disclaimer of Warranties

EXCEPT AS SET FORTH IN SECTION 13, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ROYALTYZONE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ROYALTYZONE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ROYALTYZONE AND ITS LICENSORS.

15. Internet Delays

ROYALTYZONE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ROYALTYZONE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW THE PARTIES AGREE THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TO THE EXTENT PERMITTED BY LAW THE PARTIES AGREE THATIN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Notice

RoyaltyZone may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in RoyaltyZone’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in RoyaltyZone’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to RoyaltyZone (such notice shall be deemed given when received by RoyaltyZone) at any time by any of the following: electronic mail to sales AT royaltyzone.com; letter sent by confirmed facsimile to RoyaltyZone at the following fax number (360) 285-2320; or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to RoyaltyZone at the following address: RoyaltyZone, inc., 1001 Beaver Trail #A, Austin, TX 78746.

19. Modification to Terms

Upon any periodic renewal of the agreement, RoyaltyZone reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service and providing notice of such modification in accordance with Section 18 of this agreement. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

20. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of RoyaltyZone but may be assigned without your consent by RoyaltyZone to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of RoyaltyZone directly or indirectly owning or controlling 50% or more of you shall entitle RoyaltyZone to terminate this Agreement for cause immediately upon written notice.

21. Relation of Parties

Nothing in this Agreement will create or imply an agency relationship between

the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

22. Attorney’s Fees

If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to seek an award of reasonable attorneys’ fees and costs.

23. Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect

24. Force Majuere

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.

25. Waiver and Modification

The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

26. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.