Ninety9Lives Terms and Conditions

AGREEMENT ON TERMS & CONDITIONS OF USE

This Agreement on Terms & Conditions of Use ("Agreement") is effective as of the date on which User (as defined below) indicates User’s acceptance of the terms and conditions stated in this Agreement, and is made by and between User (herein "User" or "you") and Pretzel Tech, LLC, d/b/a "ninety9lives.com" ("NINETY9LIVES®"), with its principal place of business located in Richmond, Virginia USA. NINETY9LIVES® and you are sometimes referred to below as "Party" or "Parties" to this Agreement. All Terms and Conditions set forth herein, in our Privacy Policies and/or in other Legal Notices and documents elsewhere within the NINETY9LIVES® web domain, are expressly made a part hereof, and are hereby incorporated by reference.

[PLEASE NOTE: There are three (3) different "User" categories on NINETY9LIVES® that involve certain separate registration procedures and/or separate terms and conditions: (1) Visitors; (2) Third-Party Licensees; and (3) Signed Artists. This Agreement outlines the understandings and contractual commitments for each of the three (3) levels. NINETY9LIVES® may supplement these Terms and Conditions with posted guidelines or rules applicable to specific areas of the NINETY9LIVES® website(s) or to one or more of the above-described user categories. In addition, NINETY9LIVES® may offer other services that are governed by the terms of service of our respective service partners. NINETY9LIVES® reserves the right to amend these Terms and Conditions at any time. The term "User," as used in this Agreement, means any one or more of the above-described user categories, whether collectively or individually.]

This Agreement (as supplemented by the documents incorporated above) sets forth the legally binding terms for your use of the NINETY9LIVES® website. In consideration of your using the NINETY9LIVES® website, and for other good and valuable consideration which you acknowledge is received and sufficient, you agree to be bound by this Agreement, whether you are (1) a "Visitor" -- which means that you browse or otherwise use the NINETY9LIVES® website (including without limitation through a mobile device) without posting any materials to the website; or (2) a "Third-Party Licensee" -- which means that you have purchased and downloaded Musical Material (as defined below) from the NINETY9LIVES® site and have agreed that, in return for purchasing and downloading Musical Material, you acquire certain limited, non-exclusive, non-sublicensable rights to synchronize the downloaded Musical Material specifically on the Mixer, YouTube and Twitch platforms; or (3) a "Signed Artist" – which means that NINETY9LIVES® has posted Musical Material (as defined below) to the NINETY9LIVES® site and you have agreed that, in return for exhibiting and performing your Musical Material, NINETY9LIVES® has already acquired certain copyrights to the posted material in a previously negotiated agreement between the Parties. You are authorized to use the NINETY9LIVES® site (whether as a Visitor, a Third-Party Licensee or a Signed Artist) only if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the NINETY9LIVES® website and discontinue use of the site. If you wish to become a User of the site (whether as a Visitor, an Third-Party Licensee or a Signed Artist), you MUST read this Agreement and indicate your acceptance in one or more of the ways that such acceptance is asked for on the NINETY9LIVES® website. In order to participate in certain activities on the NINETY9LIVES® website, you may be notified that you are required to download software or content and/or to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to those activities on the NINETY9LIVES® site, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: contact@ninety9lives.com; Subject: T&C Agreement.

MINORS AND BLOCKED PERSONS

Where there is mature or adult content on NINETY9LIVES®, minors –individuals who are less than 18 years of age in most jurisdictions or 21 years of age in others -- are not permitted to access such content. There may also be jurisdictions where it is not lawful for any individual to access such content. If you are either a minor or subject to any such jurisdiction, you may not access such content. There may also be other (mainly commerce-related) areas of the NINETY9LIVES® website which are not open to persons under 18 years of age. With respect to content generally, NINETY9LIVES® asks and expects that anyone under the age of 13 will not access or agree to avail himself/herself of our Products and Services in the absence of verified parental consent, in accordance with the Children’s Online Privacy Protection Act of 1998 ("COPPA"). In addition, certain areas of NINETY9LIVES® may not be available to children under 13 under any circumstances. You acknowledge receipt of, and your agreement with, NINETY9LIVES’s Privacy Policy, including our "Notice Regarding the Privacy of Children Under 13 While on NINETY9LIVES®". In cases where a parent or legal guardian has authorized a minor to use the NINETY9LIVES® website, said parent or legal guardian agrees to be fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor’s access to and use of NINETY9LIVES’s Products and Services; and (iii) the consequences of any misuse by the minor. YOU ACKNOWLEDGE THAT SOME AREAS OF THE NINETY9LIVES® WEBSITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

I. VISITOR TO THE NINETY9LIVES® WEBSITE

By using this site in any manner, including without limitation downloading or using any content or product from this site, you agree to be bound by this Agreement.

This Agreement applies to you (hereinafter "Visitor," "you" or "User"), and if you are using this web site on behalf of any other party for which you are acting as an agent, it applies to you and any such party for which you are acting. The management of NINETY9LIVES® reserves the right to change this Agreement from time to time in its sole discretion, and your continued use of this website in any manner will indicate your agreement with the most current version posted on the site at the time of your use. If you do not wish to be bound by this Agreement, do not accept this Agreement, do not use this site in any manner, do not enter this site, and do not download or use any content from this site. NINETY9LIVES® and you are sometimes referred to hereinafter as "Party" or "Parties" to this Agreement.

PERMITTED USE OF THIS SITE

This site is owned and operated by Pretzel Tech, LLC (dba NINETY9LIVES®), a Delaware limited liability company with its principal office in Richmond, Virginia, USA. As between you, the Visitor, and NINETY9LIVES®, all content contained on this site in any medium ("Content") is owned by NINETY9LIVES® and/or our providers. All such Content, including without limitation, NINETY9LIVES logos, visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, music files, other files and the selection and arrangement thereof, is protected by United States and international intellectual property laws. NINETY9LIVES® reserves all rights not expressly granted in these Terms & Conditions of Use.

As a Visitor to our website, you are granted a limited, personal, nontransferable, non-sub-licensable, revocable license to access and use our site only as expressly permitted in this Agreement. Except for this limited license, we do not grant you any other rights or licenses with respect to this site, and any rights or licenses not expressly granted herein are reserved to us and/or our providers. Unless we have granted you permission in advance and in writing, you may use the site only for your personal, non-commercial use, and not to provide services to a third party.

You may not remove any copyright or other proprietary notices contained in any of the Content on the NINETY9LIVES® website. NINETY9LIVES® reserves the right to revoke a Visitor’s authorization to view, download and use the Content at any time, and you agree immediately to discontinue such use upon written notice from NINETY9LIVES®. As between the User and NINETY9LIVES®, all rights not specifically granted to the User under this Agreement are reserved to NINETY9LIVES®.

You may download, display, or print one (1) copy of any portion of the Content. If you do so, you may not modify the Content in any way, and you must reproduce the NINETY9LIVES® trademark and/or copyright notice (or the third-party provider’s notice, as applicable) in the form: "Ninety9Lives™"; "Ninety9Lives®" OR "© 2015 - 2017, NINETY9LIVES - All Rights Reserved" as displayed on the relevant page(s) that you copy.

Except as provided above, you, as a Visitor to our site, may not: -- Copy, reproduce, upload, post, display, republish, distribute or transmit any part of the Content in any form whatsoever; -- Use a frame or border environment around the site, or other framing technique to enclose any portion or aspect of the site, or mirror or replicate any portion of the site; -- Modify, translate into any language or computer language, or create derivative works from, any Content or any part of this site; -- "Reverse-engineer" any part of this site; or -- Sell, offer for sale, transfer, or license any portion of this site in any form to any third party.

UNAUTHORIZED USE

Unauthorized use of this site and/or the Content may violate applicable copyright, trademark or other intellectual property or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the Content, and you must not alter, obscure or obliterate any of such notices. The use of such Content on any other website or in any environment of networked computers is prohibited. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, except with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, and/or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this site.

Unless otherwise provided within this Agreement, or unless specific applicable law requires NINETY9LIVES® to allow you to do so, you may not do any of the following without the prior written consent of NINETY9LIVES®: -- Use any robot, spider, other automatic device or manual process to monitor the Content and/or the site; -- Use the site other than to make legitimate inquiries or communications; -- Use the site to make any false or fraudulent communication; -- Submit false or misleading information to the site; -- Post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or for any other purpose that is unlawful and/or prohibited by this Agreement; -- Use or access the site in any way that, in the sole and absolute judgment of NINETY9LIVES®, adversely affects the performance or functioning of the site, or any other computer systems or networks used by NINETY9LIVES® or other site users; -- Upload or transmit to the site, or use any device, software or routine, that contains viruses, Trojan horses, worms, time bombs, or other computer programming that may damage, interfere with or attempt to interfere with, intercept the normal operation of our site, appropriate the site or any system, or take any action that imposes an unreasonable load on our computer equipment or infringes upon the rights of any third party; or -- Disguise the origin of information transmitted by you through the site.

Without limitation, Content may not be used as a trademark or service mark, for any unlawful purpose or use, to defame any person, to violate any person’s right of privacy or publicity, or to infringe upon any copyright, trade name, trademark, or service mark of any person or entity. Unauthorized use of Content constitutes copyright infringement and shall entitle NINETY9LIVES® to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Materials. The foregoing is not a limiting statement of NINETY9LIVES’ rights or remedies in connection with any unauthorized use.

You understand that NINETY9LIVES® may immediately terminate all agreements between us and may refrain from doing further business with you without notice if you fail to comply with any provision of this Agreement or with the specific terms and conditions applicable to you as a Visitor to the site. If your access is terminated, you agree immediately (1) to stop using this site and any Content which you may have acquired, (2) to delete all such Content and all copies from all media in your possession or control of whatever type (whether now known or hereafter developed, invented or devised), and (3) to destroy all other copies, or at NINETY9LIVES’ request, return all such copies to NINETY9LIVES®. Your use of this site and any Content shall comply with all applicable law. NINETY9LIVES® may restrict or remove your access to this site at any time, or restrict or remove the use of any Content for any reason, and may (or may choose not to) replace that Content with other Content, and you agree immediately to discontinue all use of the Content upon notification from NINETY9LIVES®.

Despite our efforts to provide accurate information, this site may contain technical or other mistakes, inaccuracies or typographical errors. As a convenience, our site may link to other sites that may be of interest to you but are not under NINETY9LIVES’s control. These links do not imply endorsement by NINETY9LIVES®, and we are not responsible for the availability of or the content contained in any linked site. The NINETY9LIVES® site may contain or use technology that provides NINETY9LIVES® and its affiliates with information regarding your use of this site, or which permits NINETY9LIVES® to audit your compliance with this Agreement via the use of software designed to track and identify Content. Please consult NINETY9LIVES’s Privacy Policy for specific information on NINETY9LIVES’s policies for use of your personal information.

CHILDREN MUST HAVE PARENTAL SUPERVISION

Children (in most USA jurisdictions, persons under the age of 18) are not eligible to use this site without the approval and supervision of a parent or legal guardian, and we ask that children not so authorized and supervised not use this site in any way, purchase products from this site, remain on this site if accessed by someone else, browse within this site or submit any personal information to us. By using this site, you warrant that you are 18 years of age or older, or that you have received the approval of your parent/legal guardian to visit this website.

USER INFORMATION

For purposes of identification, billing and marketing, you agree to provide NINETY9LIVES® with accurate, complete, and updated information as requested by us, including your legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). You agree to notify NINETY9LIVES® within ten (10) days of any changes in these elements of your information. You are solely responsible for maintaining the confidentiality of your own password(s) (if any), and you agree that NINETY9LIVES® will have no obligations with regard thereto. NINETY9LIVES® reserves the right to reveal, or to choose not to reveal, any User data or other information in its possession regarding users of our products or services in cooperation with a duly authorized request or investigation by a governmental body or governmental agency.

NO EXPECTATION OF PRIVACY

You acknowledge that transmissions made by means of this web site are not confidential, and that your communications may be read or intercepted by others. You acknowledge that by engaging in transactions with NINETY9LIVES®, no confidential, fiduciary, contractually implied or other relationship is created between you and NINETY9LIVES®, beyond that which is specifically established by contract between you and us.

Any communications you transmit to NINETY9LIVES® through the site, by electronic mail or otherwise, including without limitation any data, question, comment, suggestion, idea, or the like ("Communications") will be treated as non-confidential and non-proprietary. By voluntarily submitting to us, or by posting on the site, any Communications, you grant to NINETY9LIVES® a worldwide, non-exclusive, royalty free, perpetual, irrevocable, and fully sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Communications in any form, media or technology. NINETY9LIVES® assumes no responsibility for any Communications posted or submitted, or for the return of such Communications. We want your feedback and appreciate your ideas and suggestions, but we are unable to answer every comment individually.

II. THIRD-PARTY PURCHASERS DOWNLOADING MUSICAL MATERIAL FROM NINETY9LIVES®

Third Party Licensees ("Licensee") will only be permitted to download musical works (the "Downloads") and other intellectual property within the NINETY9LIVES® website for the purpose of promoting to other third parties certain materials and/or content ("Licensee Material") specifically on the Mixer, YouTube and Twitch platforms (the "Platforms") that the Licensee may post, upload or otherwise make available including synchronization of the Downloads purchased from the NINETY9LIVES® web domain. NINETY9LIVES® grants to Licensee the non-exclusive, non-sublicensable, limited right and license to perform publicly, either for profit or non-profit, the Download in synchronization or timed relationship to create the Licensee Material. This License is solely for the purposes of making the Licensee Material on the Platforms as above stated; and Licensee shall not make any other use of the Downloads. This license is subject to the rights, if any, of the performing rights societies or other owners of small performing rights throughout the world to collect performing fees.

NINETY9LIVES® does not permit copyright infringing activities and/or infringement of any other intellectual property rights on its website, and Licensee agrees that NINETY9LIVES® has authority under this Agreement to demand immediate removal of any or all of Licensee Material if properly notified that exhibition, display and/or performance of such Licensee Material (or any portion thereof) infringes on a third party’s intellectual property rights or is being used in other formats outside of the Platforms. NINETY9LIVES® reserves the right (and Licensee agrees) to remove Licensee Material without prior notice. Licensee hereby represents and warrants that NINETY9LIVES® owns and/or controls all rights necessary to provide said Downloads to Licensee for display, performance and/or exhibition within the NINETY9LIVES® website. For example, if Licensee wishes to post the Download anywhere but on the Platforms, Licensee may not do so without the written and signed permission of NINETY9LIVES®. Licensee agrees that NINETY9LIVES® controls all trademark rights and publicity rights of Downloads that are posted on the NINETY9LIVES® website. Since binding contracts may only be entered into by adults, minors (in most jurisdictions, persons under the age of eighteen (18)) may not be a Licensee from the NINETY9LIVES® site without the written, signed permission of a parent or guardian. Licensee (or, as appropriate, Licensee’s parent or legal guardian) is solely and completely responsible for all activities of Licensee undertaken within the NINETY9LIVES® web domain. Licensee hereby agrees and acknowledges that Licensee is absolutely prohibited from violating or infringing upon the publicity rights, privacy rights, copyright, trademark rights, intellectual property rights, or any other rights of any kind, of any third parties, of any Visitor, or of any other user of the NINETY9LIVES® website. Licensee hereby agrees to defend, indemnify and hold harmless NINETY9LIVES®, its owners, officers, directors, employees, personnel, and/or agents, from and against any and all claims, damages, suits, allegations, losses, costs and expenses (including attorney fees, whether in respect of transactions or litigations, including without limitation all stages of litigation) incurred or alleged against NINETY9LIVES® which are caused by, or arise out of, any infringements, violations, harassment, activities, postings, content, information or materials (Licensee Material or otherwise) posted, supplied, uploaded, downloaded, or otherwise provided by Licensee.

DIGITAL MILLENIUM COPYRIGHT ACT (DMCA)

[If you are a copyright owner or an agent thereof ("Owner") and believe that any Downloads or other material infringes upon Owner’s copyright(s), rights of publicity, or any other rights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing NINETY9LIVES’s Legal Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further details): A physical or electronic signature of a person authorized to act on behalf of the owner of a legal right that is allegedly infringed; Identification of the copyrighted work or other legal right claimed to have been infringed, or, if multiple materials on the NINETY9LIVES® website are intended to be covered by a single notification, a representative list of such works; Identification of the material that is claimed to be infringing, the subject of infringing activity or is violative of any other legal right and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit NINETY9LIVES® to locate the material; Information reasonably sufficient to permit NINETY9LIVES® to contact Owner, such as an address, telephone number, and, if available, an electronic mail address; A statement that Owner has a good faith belief that use of the material in the manner complained of is not authorized by the Owner or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that Owner is authorized to act with regard to the legal right that is allegedly infringed. NINETY9LIVES's designated Legal Agent to receive notifications of claimed infringement is: D. Noah Cheely Downs, Esq.; email: ndowns@mcdonaldsutton.com; fax: 804-788-4427. For clarity, only DMCA or other legal notices should go to NINETY9LIVES’s Legal Agent; any other feedback, comments, requests for technical support, and other communications should be directed to NINETY9LIVES® through Ryan Capps or contact@ninety9lives.com. Owner acknowledges that failure to comply with all of the above requirements may render Owner’s legal notice not valid.]

Licensee hereby indemnifies NINETY9LIVES® and agrees to hold NINETY9LIVES® harmless from any and all liability, claim, action, expense and loss of any kind (including reasonable attorney fees at all stages of the legal process, whether transactional or litigation-related, and at all levels of litigation) caused by or arising from Licensee Materials and/or arising out of any breach or alleged breach by Licensee of any provision of this Agreement and/or any statement, action or failure to act by Licensee in connection with this or any other website owned or controlled by NINETY9LIVES®.

Licensee hereby agrees to notify NINETY9LIVES® immediately of any unauthorized use of the Downloads or any other breach of security. NINETY9LIVES® will have no liability whatsoever to Licensee or to any third parties arising out of or related to any usage by Licensee or any third parties of Licensee Material or account information, whether with or without Licensee’s knowledge. Licensee will be held liable for, and will fully defend, indemnify and hold harmless NINETY9LIVES® and/or any third party, from losses or any other expenditure arising from unauthorized, illegal or prohibited use of Downloads, Licensee Material or account information.

Licensee understands and agrees that, by purchasing Downloads from the NINETY9LIVES® website, Licensee and NINETY9LIVES® (who are sometimes referred to below as "Party" or "Parties") have entered into all of the following specific agreements:

NINETY9LIVES® shall own in perpetuity, throughout the world, all right, title and interest in and to the Download(s), free of any claims by Licensee and/or any other person deriving any rights or interests through or from Licensee; The reproduction and fixation of the Download in synchronism or timed relation with certain visual images which are embodied in any computer media or embodiment (the "Licensee Material"), solely for display on the Platforms. The aggregate duration of such use of the Download in the Licensee Material shall not exceed three (3) minutes. The term of this license shall be for the life of copyright in the Licensee Material, including all renewals and extensions thereof ("Term").

III. "SIGNED ARTIST(S)" POSTING MUSICAL MATERIAL TO NINETY9LIVES®

Artists whose exclusive personal services for certain Musical Material (as hereinafter defined) are already contractually committed to NINETY9LIVES® (hereinafter "Signed Artist(s)") have assigned NINETY9LIVES® the right to their Musical Material ("Assignment(s)"), including but not limited to, the right to post the Musical Material on the NINETY9LIVES® website for purposes of exposure, promotion, sales and fan-base development (collectively "Showcasing").

NINETY9LIVES® will be permitted to post Musical Materials and other intellectual property of Signed Artist within the NINETY9LIVES® website, either for profit or non-profit, for the purpose of promoting to users of our website any and all merchandise, materials, services, information, music, audio or video files, or any other images, photographs, materials, or content (collectively, "Musical Material") that the Signed Artist may post, upload or otherwise make available within the NINETY9LIVES® web domain. The Signed Artist does hereby represent and warrant to NINETY9LIVES®, with the intent that NINETY9LIVES® rely on such representation and warranty, that all such Musical Material and each and every element thereof -- including without limitation musical arrangements, titles, lyrics, melodies and/or any recordings thereof – is owned, controlled, or has been acquired to the extent such rights (including without limitation copyrights) may be necessary to permit the use of such Musical Material (including without limitation performance, display and exhibition thereof) as contemplated on the NINETY9LIVES® website. In connection with Musical Material, Signed Artist affirms, represents, and warrants that Signed Artist owns or has the necessary licenses, rights, consents, and permissions to use and authorize NINETY9LIVES® to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such Musical Material and to enable inclusion and use of the Musical Material in the manner contemplated by the NINETY9LIVES® site and this Agreement. Signed Artist further represents and warrants that the posting by Signed Artist and/or the exhibition and/or performance of such Musical Material by NINETY9LIVES® does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person or entity. As between Signed Artist and NINETY9LIVES®, Signed Artist agrees to pay and be responsible for all royalties, fees, and any other monies owing to any person or entity by reason of any Musical Material posted by Signed Artist and/or exhibited and/or performed on or through the NINETY9LIVES® website.

Signed Artist through the Assignments grant to NINETY9LIVES®, without charge, the rights necessary for NINETY9LIVES® to include such Musical Material on its website and to use such Musical Material on or in connection with any website and/or other medium owned or controlled by NINETY9LIVES®. For the avoidance of doubt, Signed Artist hereby irrevocably and absolutely assigns, transfers, sets over and grants to NINETY9LIVES®, its successors and assigns, all rights and interests of every kind, nature and description in and to the results and proceeds of Signed Artist’s services hereunder in regard to the Musical Material. Signed Artist hereby irrevocably and absolutely assigns to NINETY9LIVES®, its successors and assigns, for the full term of copyright in each Musical Material (and any extensions or renewals thereof) throughout the Territory, the sole, exclusive and perpetual rights of administration, exploitation, promotion, and collection with respect to one hundred percent (100%) of Signed Artist’s interest in and to each Musical Material hereunder. By the Assignment of such Musical Material to NINETY9LIVES® Signed Artist thereby grants to NINETY9LIVES® a worldwide, exclusive, agreed upon royalty, sub-licensable and transferable license to use, reproduce, distribute, display, and perform the Musical Material in connection with the NINETY9LIVES® website, including without limitation for sales, promoting and redistributing part or all of the NINETY9LIVES® website (and derivative works therefrom) in any media formats and through any media channels.

NINETY9LIVES® does not permit copyright infringing activities and/or infringement of any other intellectual property rights on its website, and Signed Artist agrees that NINETY9LIVES® has authority under this Agreement to remove any or all of Signed Artist’s Musical Material if properly notified that exhibition, display and/or performance of such Musical Material (or any portion thereof) infringes on a third party’s intellectual property rights. NINETY9LIVES® reserves the right to remove Musical Material without prior notice. Signed Artist hereby represents and warrants that Signed Artist has received and owns all rights necessary to provide said Musical Material to NINETY9LIVES® for sale, display, performance and/or exhibition within the NINETY9LIVES® website. For example, if Signed Artist wishes to enter into the Assignment and perform music on the NINETY9LIVES® website, Signed Artist must – and, by entering into the Assignment and posting Musical Material on the NINETY9LIVES® website, Signed Artist warrants that Signed Artist does -- own the rights necessary to display, exhibit and perform said Musical Material, both as to the sound recording (including without limitation such rights in all performances embodied in the sound recording) and the musical composition (the music and lyrics as originally composed by the composer(s)) or has the express written and signed authorization of each person who does own those rights. For example, if Signed Artist wishes to post a song written by another individual, Signed Artist may not do so without the songwriter’s written and signed permission. Similarly, if Signed Artist wishes to post a sound recording owned by another individual or entity (for example, Signed Artist’s record label), Signed Artist may not do so without the owner’s written and signed permission. Signed Artist must own or lawfully have been licensed all trademark rights and publicity rights of third parties required for the exhibition, display and/or performance of any and all Musical Material that Signed Artist posts on the NINETY9LIVES® website. Since binding contracts may only be entered into by adults, minors (in most jurisdictions, persons under the age of eighteen (18)) may not enter into an Assignment for Musical Material to the NINETY9LIVES® site without the written, signed permission of a parent or guardian. Signed Artist (or, as appropriate, Signed Artist’s parent or legal guardian) is solely and completely responsible for all activities of Signed Artist undertaken within the NINETY9LIVES® web domain, including but not limited to any and all content provided by Signed Artist, any and all comments of Signed Artist, and any other activities of Signed Artist within the NINETY9LIVES® website. Signed Artist hereby agrees and acknowledges that Signed Artist is absolutely prohibited from violating or infringing upon the publicity rights, privacy rights, copyright, trademark rights, intellectual property rights, or any other rights of any kind, of any third parties, of any Visitor, or of any other user of the NINETY9LIVES® website. Signed Artist hereby agrees to defend, indemnify and hold harmless NINETY9LIVES®, its owners, officers, directors, employees, personnel, and/or agents, from and against any and all claims, damages, suits, allegations, losses, costs and expenses (including attorney fees, whether in respect of transactions or litigations, including without limitation all stages of litigation) incurred or alleged against NINETY9LIVES® which are caused by, or arise out of, any infringements, violations, harassment, activities, postings, content, information or materials (Musical Material or otherwise) posted, supplied, uploaded, downloaded, or otherwise provided by Signed Artist. [If you are a copyright owner or an agent thereof ("Owner") and believe that any Musical Material or other material infringes upon Owner’s copyright(s), rights of publicity, or any other rights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing NINETY9LIVES’s Legal Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further details): A physical or electronic signature of a person authorized to act on behalf of the owner of a legal right that is allegedly infringed; Identification of the copyrighted work or other legal right claimed to have been infringed, or, if multiple materials on the NINETY9LIVES® website are intended to be covered by a single notification, a representative list of such works; Identification of the material that is claimed to be infringing, the subject of infringing activity or is violative of any other legal right and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit NINETY9LIVES® to locate the material; Information reasonably sufficient to permit NINETY9LIVES® to contact Owner, such as an address, telephone number, and, if available, an electronic mail address; A statement that Owner has a good faith belief that use of the material in the manner complained of is not authorized by the Owner or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that Owner is authorized to act with regard to the legal right that is allegedly infringed. NINETY9LIVES's designated Legal Agent to receive notifications of claimed infringement is: D. Noah Cheely Downs, Esq.; email: ndowns@mcdonaldsutton.com; fax: 804-788-4427. For clarity, only DMCA or other legal notices should go to NINETY9LIVES’s Legal Agent; any other feedback, comments, requests for technical support, and other communications should be directed to NINETY9LIVES® through Ryan Capps at contact@ninety9lives.com. Owner acknowledges that failure to comply with all of the above requirements may render Owner’s legal notice not valid.]

Signed Artist hereby indemnifies NINETY9LIVES® and agrees to hold NINETY9LIVES® harmless from any and all liability, claim, action, expense and loss of any kind (including reasonable attorney fees at all stages of the legal process, whether transactional or litigation-related, and at all levels of litigation) caused by or arising from NINETY9LIVES’s use of Signed Artist’s Musical Material and/or arising out of any breach or alleged breach by Signed Artist of any provision of this Agreement and/or any statement, action or failure to act by Signed Artist in connection with this or any other website owned or controlled by NINETY9LIVES®.

Signed Artist hereby agrees that NINETY9LIVES® is fully empowered to sell, display, exhibit and/or perform all such Musical Material. Signed Artist agrees fully to defend, indemnify and hold NINETY9LIVES® harmless from and against any and all claims, disputes, allegations, suits, losses, costs and expenses (including but not limited to attorney fees at all stages of the legal process, including without limitation all stages of litigation) arising out of or in any way relating to NINETY9LIVES’s exhibition, display and/or performance of said Musical Material.

Signed Artist also agrees to notify NINETY9LIVES® immediately of any unauthorized use of Signed Artist’s Musical Material or any other breach of security. NINETY9LIVES® will have no liability whatsoever to Signed Artist or to any third parties arising out of or related to any usage by Signed Artist or by any third parties of Signed Artist’s Musical Material or account information, whether with or without Signed Artist’s knowledge. Signed Artist will be held liable for, and will fully defend, indemnify and hold harmless NINETY9LIVES® and/or any third party, from losses or any other expenditure arising from unauthorized, illegal or prohibited use of Signed Artist’s Musical Material or account information.

Signed Artist understands and agrees that, by the Assignment of Musical Material to NINETY9LIVES®, Signed Artist and NINETY9LIVES® (who are sometimes referred to below as "Party" or "Parties") have agreed that Signed Artist is not subject to any agreement with or obligation to any third party that is inconsistent with the terms of Signed Artist’s Assignment, grants and/or commitments made herein to NINETY9LIVES®. 

IV. GENERAL AGREEMENTS BETWEEN ALL USERS AND NINETY9LIVES®

WARRANTY AND INDEMNIFICATION

All Users of the NINETY9LIVES® website hereby represent and warrant to NINETY9LIVES® that you will not transmit by means of our web site any materials of any kind which (1) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party; (2) are imported and/or exported in violation of any law, rule, or regulation of any jurisdiction with regard to such imports or exports; (3) contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material; (4) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You further represent and warrant to NINETY9LIVES® that your use of this web site will at all times comply with all applicable laws, rules, and regulations. You hereby agree to indemnify, defend and hold harmless NINETY9LIVES® and its officers, employees, licensors, licensees, independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates"), from and against any and all liability and costs incurred by NINETY9LIVES® or said Affiliates in connection with any claim arising out of any breach by you of the foregoing representations, warranties and covenants, including, without limitation, transactional and litigation-related attorney fees and costs, at all levels of legal activity. You shall cooperate as fully as reasonably required in the defense of any claim. NINETY9LIVES® reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without the written consent of NINETY9LIVES®.

LIMITATION OF LIABILITY

A LONG TIME AGO IN A GALAXY FAR, FAR, AWAY, SOME OMNISCIENT AND ALL-SEEING LAWYERS DECIDED THAT FULL CAPITALIZATION WOULD BE A GOOD WAY TO ‘SET OFF’ IMPORTANT SECTIONS IN LEGAL DOCUMENTS. THEY FAILED TO REALIZE THAT ALL ASPECTS OF LEGAL DOCUMENTS ARE IMPORTANT, AND TO INCLUDE ALL CAPS AS A WAY TO ‘SET OFF’ PARTICULAR SECTIONS WOULD NOT REALLY WORK THAT WELL. ACCORDINGLY, OUR LAWYER (HI NOAH) TOLD US WE HAD TO DO THIS. SO, WE’RE TYPING LIKE WE’RE YELLING AT YOU, BUT WE’RE NOT YELLING AT YOU. WE JUST WANT YOU TO KNOW THAT THIS SECTION IS SUPER IMPORTANT, BUT ALSO SO IS THE REST OF THE AGREEMENT. ANYWAY…

NINETY9LIVES® ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGE TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL NINETY9LIVES® OR ANY THIRD-PARTY PROVIDERS OR DISTRIBUTORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (i) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (ii) ANY FAILURE OR DELAY (INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE), AND/OR (iii) THE PERFORMANCE OR NON-PERFORMANCE BY NINETY9LIVES® OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, INCLUDING BUT NOT LIMITED TO NON-PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION, EVEN IF NINETY9LIVES® OR SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO YOU OR TO ANY OTHER PARTY.  If, notwithstanding the foregoing, NINETY9LIVES® and/or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this site or its content, the liability of NINETY9LIVES® and/or the third party providers and distributors shall in no event exceed, in the aggregate, the greater of (a) the subscription fee and service charge for accessing this site, or (b) One Hundred United States Dollars (US$100.00). In its sole discretion, in addition to any other rights or remedies available to NINETY9LIVES®, and without any liability whatsoever, NINETY9LIVES® at any time and without notice may terminate or restrict your access to any component of this site. Some legal jurisdictions do not allow limitation of liability; so the foregoing limitation may not apply to you.

Subject to applicable law, use of this site and its contents is at your sole risk. Some opportunities or services made available on this site may be subject to conditions imposed by the providers, including but not limited to international conventions and arrangements, and state and federal government regulations. Third-party providers who furnish products or services through this site are independent contractors, and not agents or employees of NINETY9LIVES®.

Your use of the Site is subject to our Privacy Policy. You agree that you have read our Privacy Policy, and that it is reasonable and acceptable to you. Your acceptance of this Agreement is also your consent to the information practices in our Privacy Policy.

We will use our reasonable commercial efforts to keep our site available on a 24-hour/7-day-a-week basis, subject to downtime for scheduled maintenance, unscheduled maintenance, and system outages. We cannot promise that access to the site will be uninterrupted or available at all times. We assume no liability or responsibility for any delay, interruption, or downtime.

VIRUSES

We make reasonable attempts to exclude viruses from the NINETY9LIVES® site, but cannot ensure that the site will at all times be free from viruses or other destructive software. You are urged to take appropriate safeguards before downloading Content from the site. We assume no responsibility for any damages to computer equipment or other property that may result from use of the NINETY9LIVES® site or downloading anything from the site.

You may preserve this Agreement in hard-copy form by printing it for your records, and you waive any other requirement that this Agreement be evidenced by a written document.

ELECTRONIC NOTIFICATION

To the extent that we may need to contact you, you agree that we may do so via any electronic means, including but not limited to communications posted on the site, electronic mail, or instant messaging.

As a User of the NINETY9LIVES® website you hereby expressly acknowledge and agree that such use and involvement is voluntarily undertaken solely at your own risk. You recognize, agree and acknowledge that activities undertaken on the NINETY9LIVES® website, including but not limited to information-sharing and posting activities, are activities which inherently involve certain risks. Under no circumstances will NINETY9LIVES® have any liability whatsoever for any loss, damage or injury alleged and/or sustained by any User of the NINETY9LIVES® website from engaging in any activity coordinated through, sponsored by, or affiliated with NINETY9LIVES®. As a User of the NINETY9LIVES® website, you hereby agree that you are solely responsible for any applicable costs, fees and expenses associated with using the NINETY9LIVES® website. By using any services or functionalities provided at the NINETY9LIVES® website, and in consideration of your usage of the NINETY9LIVES® services, you, on behalf of yourself, and your heirs, designees and assigns, hereby release, waive, discharge and agree not to sue NINETY9LIVES®, its officers, directors, agents, representatives, employees and affiliates in their capacities as such, and agree to hold NINETY9LIVES® and each of such persons associated therewith harmless with respect to any and all fees or expenses (including attorney fees, both transactional and litigation-related, at all levels), and with respect to any and all allegations, losses, claims, damages, property damage, personal injuries or death to you or to any other individual, whether caused by you or the acts (including the failure to act) of any other persons, events, and/or occurrences.

User agrees that no joint venture, partnership, employment, or agency relationship exists between User and NINETY9LIVES® as a result of this Agreement or use of this website. The performance of this Agreement by NINETY9LIVES® is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of NINETY9LIVES’s right and obligation to comply with governmental, court and law enforcement requests or requirements relating to your use of this website or information provided to or gathered with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including but not limited to the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; and the remainder of this Agreement shall continue in effect.

NINETY9LIVES® MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND/OR ACCURACY OF THE INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "WHERE IS" WITHOUT ANY WARRANTIES OF ANY KIND.

NINETY9LIVES® HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THIS WEBSITE AND/OR ANY INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL NINETY9LIVES® BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED: -- WITH THE USE OR PERFORMANCE OF THIS WEBSITE; -- WITH DELAY OR INABILITY TO USE THIS WEBSITE; -- WITH THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THIS WEBSITE; OR -- WITH ANY OTHER CONSEQUENCE ARISING OUT OF THE USE OF THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF NINETY9LIVES® HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

DUE TO THE FACT THAT CERTAIN JURISDICTIONS DO NOT PERMIT OR RECOGNIZE AN EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT NECESSARILY APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE.

If, notwithstanding the foregoing, NINETY9LIVES® and/or any third-party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this site or its content, the liability of NINETY9LIVES® and/or the third-party providers and distributors shall in no event exceed, in the aggregate, the greater of (a) the subscription fee and service charge (if any) for accessing this site, or (b) US $100.00. In its sole discretion, in addition to any other rights or remedies available to NINETY9LIVES®, and without any liability whatsoever, NINETY9LIVES® at any time and without notice may terminate or restrict your access to any component of this website. Some states do not allow limitation of liability; so the foregoing limitation may not apply fully to you.

Despite our efforts to provide accurate information, the NINETY9LIVES® website may contain technical or other mistakes, inaccuracies or typographical errors. As a convenience, our site may link to other sites that may be of interest to you but are not under NINETY9LIVES’s control. These links do not imply endorsement by NINETY9LIVES®, and we are not responsible for the availability of or the content contained in any linked site. The NINETY9LIVES® site may contain or use technology that provides NINETY9LIVES® and its affiliates with information regarding your use of this site, or which permits NINETY9LIVES® to audit your compliance with this Agreement via the use of software designed to track and identify use. Please consult NINETY9LIVES’s Privacy Policy for further information on NINETY9LIVES’s policies for use of your personal information.

NINETY9LIVES® reserves the right in its sole and absolute discretion, and with no attendant liability, to deny any User’s application to become a User of this website, to deny any User access to this website, any interactive service herein, or any portion of this website without notice, and the right to change the terms, conditions, and notices under which this website is offered.

This Agreement, and the other legal notice documents contained elsewhere on this website and incorporated herein by reference, constitute the entire agreement between the User and NINETY9LIVES® with respect to NINETY9LIVES’s services, this website, and any other relationship between User and NINETY9LIVES®, and they supersede any and all prior or contemporaneous communications and proposals, whether electronic, oral or written, with respect to NINETY9LIVES®, its services, and/or this website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters and/or data mentioned herein are not intended to represent any real individual, company, product or event. Any rights not expressly granted herein are reserved.

THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, U.S.A. USER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS SITTING IN RICHMOND, VIRGINIA, U.S.A. IN ALL DISPUTES ARISING OUT OF OR RELATING TO THE USE OF THIS WEBSITE. USE OF THIS WEBSITE IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THIS PARAGRAPH. In the event a dispute arises between User and NINETY9LIVES®, NINETY9LIVES® and User agree to pursue neutral and cost-effective means of resolving the dispute quickly. Accordingly, User and NINETY9LIVES® agree that any claim or controversy at law or equity that arises out of this Agreement, the NINETY9LIVES® website, or NINETY9LIVES’s other services shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the Parties. Before resorting to these alternatives, NINETY9LIVES® strongly encourages you to first contact NINETY9LIVES® directly to seek a resolution, and NINETY9LIVES® will consider all reasonable requests to resolve that dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation: A. Alternative Dispute Resolution. NINETY9LIVES® will consider use of alternative forms of dispute resolution, such as non-binding mediation and/or binding arbitration to be held in or as near as possible to Richmond, Virginia, U.S.A. B. Court. Alternatively, any claim may be adjudicated by a court of competent jurisdiction located in Richmond, Virginia, U.S.A. User and NINETY9LIVES® agree to submit to the exclusive personal jurisdiction of the state and federal courts located within Richmond, Virginia, U.S.A.

You agree that: (i) the NINETY9LIVES® website shall be deemed solely based in the state of Delaware, United States of America; and (ii) the NINETY9LIVES® website shall be deemed a passive website that does not give rise to personal jurisdiction over NINETY9LIVES®, either specific or general, in jurisdictions other than Delaware, United States of America. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without regard to its conflict of laws principles. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, with the surviving provisions being interpreted so as fully as possible to effect the original intentions of the Parties to this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and NINETY9LIVES’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. NINETY9LIVES® reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement regularly for any such changes. Your use of the NINETY9LIVES® website in any manner following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. YOU AND NINETY9LIVES® AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE NINETY9LIVES® WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

User agrees that NINETY9LIVES® is a trademark of Pretzel Tech, LLC, a Delaware limited liability company.

MISCELLANEOUS

(a) This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Delaware applicable to agreements entered into and to be wholly performed therein, and by applicable United States federal law. In the event of any conflict between any provisions hereof and any applicable laws to the contrary, the latter shall prevail, but this Agreement shall be deemed modified only to the extent necessary to remove such conflicts and the surviving provisions hereof shall be interpreted so as fully as possible to effect the original intentions of the Parties. Only the courts (state and federal) having jurisdiction within Richmond, Virginia, USA, will have jurisdiction of any controversies regarding this Agreement and/or the NINETY9LIVES® web site; any action or other proceeding which involves such a controversy will be brought in those courts and not elsewhere, and the User hereby waives any objection such User may otherwise have to the jurisdiction and venue of such courts, including without limitation objections raised on the basis of forum non conveniens. Any process in any such action or proceeding may, among other methods, be served by delivering or mailing it, by registered or certified mail, directed to the address which the addressee has designated from time to time. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of Delaware. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed by the Parties. The Parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, be written in the English language (Les parties aux presentes confirment leur volonte que cette le convention de meme que tous les documents y compris y tout avis qui s’y rattache soient rediges en langue anglaise). In any dispute between NINETY9LIVES® and you, NINETY9LIVES® shall be entitled to recover its reasonable attorney fees, legal expert fees, and other legal expenses from you. (b) This Agreement constitutes the entire agreement of the Parties hereto and supersedes all oral and written agreements and understandings made or entered into by the Parties hereto prior to the date hereof. No amendment, change or modification of this Agreement shall be valid unless it is accepted by both Parties hereto, and any waiver of a failure to perform or of a breach shall not operate to waive any subsequent failure to perform or breach. (c) The use of the singular in this Agreement shall apply to and mean the plural where appropriate. The use of the masculine or neuter pronoun in this Agreement shall apply to and mean the feminine where appropriate, and vice versa. (d) The captions appearing at the commencement of the clauses hereof are descriptive only and for convenience in reference to this Agreement; and should there be any conflict between any such heading and the language of the clause at the head of which it appears, the language of the clause thereof, and not such heading, shall control and govern in the construction of this Agreement. (e) You acknowledge that a violation or attempted violation of any of this Agreement will cause NINETY9LIVES® such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that NINETY9LIVES® shall be entitled as a matter of right to an injunction, issued by any court of competent jurisdiction, restraining such violation or attempted violation of these Terms & Conditions of Use by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by NINETY9LIVES® in obtaining such an injunction, including, without limitation, reasonable attorney fees at all levels of litigation. You agree that no bond or other security shall be required in connection with NINETY9LIVES’s application for any such injunction. (f) The Parties acknowledge that each has been advised by counsel, and/or been given the opportunity and recommendation to be advised by counsel, during the course of negotiation of this Agreement. This Agreement shall be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted.