Terms & Conditions

Introduction

Welcome to the LevelUpMedia & Entertainment website, applications and the products and services offered by
LevelUpMedia & Entertainment through its website and mobile network (collectively, including all Materials available
through the levelupmediaents.com domain name and the LevelUpMedia & Entertainment website network,
including mobile sites and apps, “Sites”). This End User License Agreement (“EULA”) describes the
terms and conditions applicable to your access and use of the Sites and the products and services
offered therein.

Please read the following carefully before using the Sites or ordering/downloading any of our
products, so that you are aware of your legal rights and obligations with respect to LevelUpMedia & Entertainment, its
affiliates, licensors, content providers, and other users. THIS EULA FULLY INCORPORATES BY
REFERENCE: (A) THE PRIVACY POLICY AND (B) ALL OTHER POLICIES AND GUIDELINES OF
THE SITES AND MATERIALS, SERVICES, AND/OR DOWNLOADING AND/OR USING SOFTWARE
(AS SUCH TERMS ARE DESCRIBED BELOW), INCLUDING WITHOUT LIMITATION: (I) OFFICIAL
RULES FOR ANY CONTESTS, OFFERS OR SWEEPSTAKES, AND (II) THE POLICIES AND
GUIDELINES OF ANY THIRD PARTY ADVERTISERS, LICENSORS AND/OR PARTNERS.

By using these Sites and the services and products offered on or through them, you may access the
LevelUpMedia & Entertainment Website and the LevelUpMedia & Entertainment music service. As used in this EULA, the term,
“Software” includes the LevelUpMedia & Entertainment Website, any other software owned or controlled by LevelUpMedia & Entertainment which you have selected for downloading and installation, and any online or enclosed
documentation, data distributed to your computer for processing and any future programming fixes,
updates and upgrades provided to you. Software includes security components that permit digital
information to be protected (i.e, “DRM” components) and its use to occur only as permitted by usage
rules set by LevelUpMedia & Entertainment and/or its licensors who have provided Materials (as defined herein below)
for the Services.

Using this Site, you may access some or all of the services (“Services”) offered by LevelUpMedia & Entertainment and
its licensors and authorized business partners (collectively, “Providers”). The Services include, but are
not limited to the LevelUpMedia & Entertainment music, video subscription and download facility and the LevelUpMedia & Entertainment subscription service (collectively, “Subscription Service”).

By using these Sites, the Services, the Materials and/or downloading and/or using Software, you
automatically signify your agreement with and acceptance of this EULA. You also agree to ensure
that anyone who uses these Sites, Software, the Materials and/or the Services on your computer also
strictly abides by and adheres to this EULA. LevelUpMedia & Entertainment has the right to revise, alter, change,
modify, supplement and/or amend (collectively, “revisions”) this EULA at any time for any reason, in
its sole discretion, without providing notice to its users. Your continued use of these Sites, Software,
the Materials and/or the Services shall automatically be deemed to be and constitute your agreement
with and acceptance of those revisions. We reserve the right to make revisions to or discontinue any
portion of the Sites, Software, the Materials and/or the Services at any time and for any reason, at our
sole discretion. We may also impose limits on certain features or restrict your access to parts or the
entire Sites without notice or liability. Your continued use of the Sites, Software, the Materials and/or
the Services after such revisions shall automatically be deemed to be and constitute your agreement
with and acceptance of those revisions. You should check this website regularly to determine if any
changes and or updates have been made to this EULA.

If you do not meet the requirements (as described below) or agree to (or cannot comply with) this
EULA, as may be revised from time to time, you must stop using the Sites, Software, Materials and
Services and, if applicable, cancel your Subscription Service. This license will terminate upon
conditions set forth elsewhere within this EULA or if you fail to comply with any term or condition of
this EULA. In such event, no notice shall be required by LevelUpMedia & Entertainment to effect such termination.

Account

If you desire to download music available from LevelUpMedia & Entertainment and/or its licensors, you must register
with LevelUpMedia & Entertainment to open an account (” Account “) for the purpose of subscribing for and/or
downloading and/or using content from the Sites or to purchase Subscription Services. You represent,
covenant and agree that you will access the Services in connection with your Account only from the
country you identify as your residence when you establish your account. As part of the registration
process, each user will be asked for such personally identifiable information as name, email address,
age, postal mailing address, mobile telephone number, gender and other demographic information
(collectively, “Data”), as well as asked to select a password (“Password”) and User Name (“User
Name”). You agree to provide LevelUpMedia & Entertainment with accurate, complete, and updated Account
information, and maintain and promptly update such information to keep it accurate, current and
complete. If you provide any information determined by LevelUpMedia & Entertainment, in its sole discretion, to be
untrue, inaccurate, not current, incomplete, misleading or designed to deceive, or if LevelUpMedia & Entertainment, in
its sole discretion, believes it has a basis to suspect that such is the case, LevelUpMedia & Entertainment has the right
to immediately suspend or terminate your account, either with or without notice to you, and refuse to
grant any and all current or future access and use of the Services (or any portion thereof) and/or any
benefit to which you may be entitled through your access and use of the Sites, Software, Material and
Services. You may not: (i) select or use a User Name of another person or third party entity with the
intent to impersonate that person or third party entity; (ii) use a name subject to the rights of any other
person or third party entity without authorization; or (iii) use a User Name that LevelUpMedia & Entertainment, in its
sole discretion, deems inappropriate or offensive. You shall notify LevelUpMedia & Entertainment at customer support
of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach
of security, including loss, theft, or unauthorized disclosure of your User Name and/or Password. You
will be responsible for maintaining the confidentiality of your User Name and Password. LevelUpMedia & Entertainment may immediately terminate your Account, or suspend your access to your Account, without
notice, for conduct that LevelUpMedia & Entertainment believes, in its sole discretion, is: (i) illegal, fraudulent,
harassing, abusive or otherwise improper or inappropriate;(ii) a violation of this EULA, any other
policies or guidelines posted by LevelUpMedia & Entertainment on any of its Sites; or (iii) harmful to other users, third
parties, the Services, or the business interests of LevelUpMedia & Entertainment. If LevelUpMedia & Entertainment has terminated a
portion, but not all, of your access to the Services for the foregoing reasons, you will nevertheless be
responsible for all the charges for the Services, if any. Use of an Account for illegal, fraudulent or
abusive purposes may be referred to law enforcement authorities without notice to you. If you file a
claim against LevelUpMedia & Entertainment, or a claim which in any way involves LevelUpMedia & Entertainment, then LevelUpMedia & Entertainment may terminate your Account. Upon termination of your Account by LevelUpMedia & Entertainment for any of
the above-mentioned reasons, LevelUpMedia & Entertainment may prohibit you from ever opening up another
Account, as determined by LevelUpMedia & Entertainment in its sole discretion. Upon termination of your Account,
LevelUpMedia & Entertainment will have no obligation to notify any third parties nor will LevelUpMedia & Entertainment be responsible
for any damages or liabilities that may result or arise out of termination of your Account.

You understand and agree that our advertising relationships help us to make the Service available to
you. The information that you submit to the Service through the Site remains your property, but by
using the Sites, Software and Materials and by participating in the Service, you grant us the right to
use such information for marketing purposes, including, but not limited to, sharing such information
with third parties. LevelUpMedia & Entertainment may use such information to (i) directly market certain offers to you
via e-mail marketing, telemarketing, direct mail, mobile telephone text messaging (including, without
limitation, SMS and/or MMS) and other methods, (ii) to monitor compliance with our Site Terms of Use
and/or this EULA, and (iii) for content improvement and feedback purposes. We may sell the personal
information that you supply to us and we may join together with other third party businesses to bring
selected retail opportunities to you. These businesses may include, but are not limited to, providers of
online, e-mail, telemarketing and direct mail marketing services and applications. Such services and
applications may include, but not be limited to, lookup and reference, data enhancement, overlay,
appending, suppression and validation. By registering on the Site for our Service, you are indicating
that you have read and agree to this EULA and the Privacy Policy and of its all terms and conditions,
and you further acknowledge and agree that you understand how and under what circumstances the
personal information you provide will be used. You also agree to receive marketing promotions and
other solicitations from this Site, its advertising partners and/or other third party advertisers
(collectively, “Site Sponsors”) based on the information you provide on this Site, and expressly agree
to be contacted by any such Site Sponsors through direct mail, phone, pre-recorded message, SMS
text and/or email. You are not obligated to opt-in to receive any Site Sponsor offers when you
participate in the Services. However, if you choose to opt-in to receive any Site Sponsor’s offer(s),
you understand and agree that such Site Sponsor may contact you using the registration information
you provide to LevelUpMedia & Entertainment, including without limitation, by telephone or email, pursuant to the
terms and conditions of this EULA and LevelUpMedia & Entertainment’s Privacy Policy.

Use of Materials; Usage Restrictions

All materials and works published by LevelUpMedia & Entertainment on any of its Sites or available from the Services
(including, but not limited to, audio files and streams, video files and streams text, images,
illustrations, etc.) are owned or controlled by LevelUpMedia & Entertainment, subsidiaries and/or affiliated companies
or a third-party provider or licensor, and may be referred to herein as “Materials.” The Materials
contain and/or comprise copyrighted or other proprietary subject matter, and your use of them is
governed by this EULA, certain other policies and agreements, and applicable law. Further, the third
party providers and licensors of the Materials have reserved all rights, including without limitation all
applicable rights relating to their Materials, as they may prescribe from time to time. Your use of the
Materials is subject to the following prohibitions and restrictions:

You are prohibited from copying, reproducing, uploading, exporting, transferring, selling, forwarding,
sharing with others or transmitting the Materials in any way unless specifically authorized by LevelUpMedia & Entertainment.

You may use the Materials for personal, non-commercial entertainment use only; you are not granted
any commercial, sale, resale, reproduction, distribution or promotional use rights for the Materials,
including any rights for uses that require a synchronization or public performance license with respect
to the underlying musical composition.
You are prohibited from making modifications to the Materials or creating derivative works based on
the Materials, as well as using the Materials on any networked computer environment or other
website.

You are prohibited from making any use of the Materials that would infringe the copyrights therein.

You must comply with all applicable law in your use of the Materials and agree to protect any third
party licensor’s rights therein.

You are prohibited from making any unauthorized reproduction or distribution of Materials that violates
applicable law.

You agree and accept that these usage restrictions may be enforced through technological means via
applicable security solutions. All rights not expressly granted to you in this EULA are reserved to
LevelUpMedia & Entertainment and/or its licensors. LevelUpMedia & Entertainment (for itself and for the Materials’ owners) reserves
the right to enforce these usage rules and restrictions with or without notice to you.

Your Eligibility to Open an Account; Individuals Under The Age Of 13

By opening an Account, you represent that you are an adult and have the legal capacity to enter a
contract in the jurisdiction where you reside. It is solely with your discretion whether or not to allow
your minor children (provided such children are not under the age of 13 years) for whom you are the
parent or legal guardian to access and use the Sites, Software, Materials and/or the Services using
your Account, provided, however, that you accept exclusive, full and complete responsibility for the
conduct of the children using your Account.

Pursuant to the provisions of the United States Federal Children’s Online Privacy Protection Act
(COPPA) and similar laws in other countries, our policy is to refuse individuals under the age of 13 to
submit information to the Sites or to install and/or use Software, Materials and/or the Service. If you
are under 13 years of age, you are not permitted to install Software or use the Sites, Materials and/or
the Service. If you are under 13 years of age and you have either agreed to this EULA or created an
account through the Site by lying about your age, you are in violation of this EULA and our Privacy
Policy. You must immediately discontinue any use of these Sites, uninstall Software and discontinue
any use of the Service.

Agreement to pay

By signing the LevelUpMedia & Entertainment Rights Licensing Agreement, you authorize LevelUpMedia & Entertainment to charge
applicable fees to your billing payment method designated during the registration process, on a pre-
paid basis if applicable. LevelUpMedia & Entertainment may make various payment methods available to you,
including Cash, Bank Deposits and mobile money, and LevelUpMedia & Entertainment may cease offering any
particular payment method at any time, in its sole discretion, at which time you will be required to
select a different payment method to continue using the Services. If we are unable to charge your
billing payment method for any payment, LevelUpMedia & Entertainment may, in its sole discretion, take any of the
following actions: (i) deny purchase, (ii) immediately suspend or terminate your LevelUpMedia & Entertainment
account. Unless you unsubscribe from LevelUpMedia & Entertainment, LevelUpMedia & Entertainment will automatically collect and
retain your billing information and Account information for future purchases.

Prices quoted are generally inclusive of any applicable taxes that are required to be collected and
remitted by LevelUpMedia & Entertainment, including any sales taxes.

Disclaimer of Guarantees, Claims, Representations and Warranties


*READ THIS CAREFULLY* THE SITES, SOFTWARE, THE MATERIALS AND THE SERVICES ARE
PROVIDED “AS IS” AND “AS AVAILABLE” AND YOU ACCESS THEM AT YOUR OWN RISK.
LevelUpMedia & Entertainment MAKES NO GUARANTEES, WARRANTIES, CLAIMS OR REPRESENTATIONS
OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT
TO THE SITES, SOFTWARE, THE MATERIALS OR THE SERVICES, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF CUSTOM, ACCURACY OF INFORMATIONAL CONTENT,
SYSTEM INTEGRATION, QUALITY, PERFORMANCE, NON-INFRINGEMENT, TITLE, QUIET
ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION,
NO GUARANTEES, WARRANTIES, CLAIMS OR REPRESENTATIONS OF ANY KIND ARE
CREATED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.
FURTHER, LevelUpMedia & Entertainment MAKES NO GUARANTEES, CLAIMS, REPRESENTATIONS OR
WARRANTIES OF ANY KIND CONCERNING THE SITES, SOFTWARE, THE MATERIALS OR THE
SERVICES PROVIDED BY LICENSORS, ADVERTISERS, MARKETERS AND/OR THIRD PARTIES
WHICH ARE ACCESSIBLE ON OR THROUGH THE SITES, SERVICES, MATERIALS OR
SOFTWARE.


NEITHER LevelUpMedia & Entertainment NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES,
AFFILIATES, AGENTS, CONTRACTORS, THIRD PARTY VENDORS, LevelUpMedia & Entertainment
PROVIDERS, FACILITIES, INFORMATION PROVIDERS, LICENSORS OR OTHER SUPPLIERS
PROVIDING DATA, INFORMATION, SOFTWARE, MATERIALS AND/OR SERVICES MAKE ANY
GUARANTEES, CLAIMS REPRESENTATIONS OR WARRANTIES OF ANY KIND: (A) THAT THE
SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES WILL ALWAYS BE AVAILABLE,
ACCESSIBLE, RELIABLE, UNINTERRUPTED, IMPAIRED, TIMELY, SECURE, ACCURATE,
COMPLETE, VIRUS-FREE OR ERROR-FREE, OR (B) THAT ERRORS OR DEFECTS RELATED
TO THE SITES, SOFTWARE, THE MATERIALS OR THE SERVICES WILL BE CORRECTED.
LevelUpMedia & Entertainment ALSO DOES NOT GUARANTEE, CLAIM, REPRESENT OR WARRANT THAT
THE SITES, SOFTWARE, THE MATERIALS AND/OR THE SERVICES ARE APPROPRIATE,
ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. THIS DISCLAIMER
OF GUARANTEES, CLAIMS, REPRESENTATIONS AND WARRANTIES CONSTITUTES AN
ESSENTIAL PART OF THIS EULA AND YOUR PERMISSION FROM LevelUpMedia & Entertainment TO
ACCESS AND USE THE SITES, SOFTWARE, MATERIALS AND SERVICES.


LevelUpMedia & Entertainment AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PROTECT
USER PERSONALLY IDENTIFIABLE INFORMATION (DATA) SUBMITTED BY YOU IN
CONNECTION WITH THE SERVICES, BUT YOU UNDERSTAND, ACKNOWLEDGE AND AGREE
THAT YOUR SUBMISSION OF ANY INFORMATION IS AT YOUR SOLE RISK, AND LEVELUP MEDIA & ENTERTAINMENT HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS OR LIABILITIES
RELATING TO, ARISING OUT OF OR IN CONNECTION WITH SUCH INFORMATION. YOU
UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE
USE OR PERFORMANCE OF THE SITES, SOFTWARE, THE MATERIALS AND THE SERVICES
REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

The above exclusions may not apply in some jurisdictions that do not allow the disclaimer of certain
implied warranties, so the foregoing disclaimer may not apply to you. In such jurisdictions, all
representations and warranties other than those expressly prohibited by applicable law shall be
enforced to the fullest extent of the law.

Limitation of Liability


*READ THIS CAREFULLY* YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE
THAT LevelUpMedia & Entertainment, ITS SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR OFFICERS,
DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, LevelUpMedia & Entertainment
PROVIDERS, PARTNERS, ADVERTISERS, AND AGENTS (COLLECTIVELY, “PROTECTED
PARTIES”) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR OTHER RELIEF OF
ANY KIND OR NATURE, ARISING OUT OF, IN CONNECTION WITH OR OTHERWISE RELATED
TO THE SITES, SOFTWARE, MATERIALS AND/OR SOFTWARE INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ASSETS,
BUSINESS OR OTHER TANGIBLE AND/OR INTANGIBLE LOSSES, EVEN IF ANY OF THE
PROTECTED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR
SUCH DAMAGES ARE FORESEEABLE, RESULTING FROM: (A) THE USE OR THE INABILITY TO
USE THE SITES, SOFTWARE, THE MATERIAL AND/OR THE SERVICES; (B) THE COST OF
PROCUREMENT OF SUBSTITUTE SERVICES OR CONTENT RESULTING FROM ANY SERVICES
OBTAINED THROUGH OR FROM THE SITES, SOFTWARE, THE MATERIAL AND/OR THE
SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR
DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES, SOFTWARE,
THE MATERIALS AND/OR THE SERVICES; (E) INACCURACIES, MISTAKES, OR ERRORS OF
CONTENT; (F) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER
RESULTING FROM YOUR ACCESS TO AND USE OF THE SITES, SOFTWARE, THE MATERIALS
AND/OR THE SERVICES; (G) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH
MAY BE TRANSMITTED TO OR THOUGH THE SITES, SOFTWARE, THE MATERIALS AND/OR
THE SERVICES BY A THIRD PARTY; OR (H) ANY OTHER MATTER RELATING TO THE SITES,
SOFTWARE, THE MATERIALS AND/OR THE SERVICES, WHETHER BASED ON WARRANTY,
CONTRACT, TORT, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL
THE PROTECTED PARTIES HAVE CUMULATIVE LIABILITY UNDER THIS EULA. IN THE EVENT
THIS LIMITATION OF LIABILITY SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR
INAPPLICABLE OR LIMITED BY LAW, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE
PROTECTED PARTIES SHALL NOT EXCEED USD$25.


BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON LIABILITY OR
THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, IN SUCH STATES OR JURISDICTIONS THE PROTECTED PARTIES’ LIABILITY
SHALL BE LIMITED ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW. YOUR ONLY
RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SITES,
SOFTWARE, THE MATERIALS AND/OR THE SERVICES IS TO DISCONTINUE ANY USE OF THE
SITES AND/OR UNINSTALL AND CEASE USE OF SUCH SOFTWARE, MATERIALS AND
SERVICES.

Links to Third Party Sites, Third Party Content, Online Behaviour and Prohibited Uses of Software

The links throughout this Site will let you leave the LevelUpMedia & Entertainment Site. These links are provided as a
courtesy only, and the sites they link to are not under the control of LevelUpMedia & Entertainment in any manner
whatsoever. Therefore, LevelUpMedia & Entertainment is in no manner responsible for the “Content” of any such
linked site(s) or any link contained within a linked site, including any changes or updates to such
site(s). LevelUpMedia & Entertainment is providing these links merely as a convenience, and the inclusion of any link
does not in any way imply or express affiliation, endorsement or sponsorship by LevelUpMedia & Entertainment of the
site(s) and/or any of the content therein.

You understand that all third party content, including, without limitation all advertiser, marketer and
other third party offers, data, links, articles, search results, graphic or video messages and all
information, text, software, music, sound, graphics or other materials made available or accessible
through the Sites, Software, Materials and Service (collectively, “Content”), whether publicly available
or privately transmitted, is the sole and exclusive property of such third parties, each of whom
assumes complete responsibility for the Content they have created. LevelUpMedia & Entertainment has and accepts
no responsibility for and does not endorse or control such Content. This means that you, and not
LevelUpMedia & Entertainment, are entirely responsible for all Content that you upload, download, post, email,
transmit or otherwise make available via this Site, Software or the Services. LevelUpMedia & Entertainment does not
guarantee the accuracy, integrity or quality of such Content. You understand and agree that by
accessing and using the Sites, Software, Materials and Services, you may be exposed to Content that
may be offensive, indecent or objectionable in your community. You agree to assume and accept all
risks associated with the use of any Content, including any reliance on the accuracy or completeness
of such Content. You agree that you must evaluate, and bear all risks associated with, the use of any
Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You
acknowledge that you may not rely on any Content submitted to LevelUpMedia & Entertainment including, through this
Site or the Services. Under no circumstances will LevelUpMedia & Entertainment or its licensors be liable in any way
for any Content, including, but not limited to, any errors or omissions in any Content or any loss or
damage of any kind incurred as a result of the access and use of any Content posted or transmitted
via the Services by accessing and using the Services, you understand, acknowledge and agree that
you may be subject to various risks, including, without limitation, the exposure of data you have
downloaded or have offered to share, and that you assume and accept all such risks as solely your
risks and responsibility. In addition, all Content made available or accessed through the use of the
Services is the property of the applicable Content owner and may be protected by applicable laws,
including without limitation, those relating to Intellectual Property Rights.

Notwithstanding anything to the contrary, you are strictly prohibited from:

removing any proprietary notices from this Site, Services, the Materials and Software or any copies
thereof; causing, permitting or authorizing the modification, creation of derivative works; translation,
reverse engineering, decompiling or disassembling of Software or media;

selling, assigning, renting, leasing, acting as a service bureau, or granting rights in Software or
Services, including, without limitation, through sublicense, to any other entity without the prior written
consent of LevelUpMedia & Entertainment; exporting or re-exporting Software or media in violation of applicable
export laws; using this Site, Software or Services for any commercial purpose or the benefit of any
third party or any manner not permitted by the license grant; using the LevelUpMedia & Entertainment Sites, Software,
Materials or Services to access any content files accessible through the LevelUpMedia & Entertainment Software
without the permission of the publisher of the content files; accessing, creating or modifying source
code related to the Site, Software, Material, or Services in any way; using the LevelUpMedia & Entertainment Sites,
Materials or Services to, or in any way that would, violate any applicable law, regulation or ordinance;
using the LevelUpMedia & Entertainment Sites, Software, Materials or Services to develop, generate, transmit or store
information that: (A) infringes any third party’s intellectual property or other proprietary right; (B) is
defamatory or harmful; or (C) in any way obstructs or otherwise interferes with the normal
performance of another person’s use of the LevelUpMedia & Entertainment Software or Services. Using any
unlicensed or unauthorized copies of the Materials and Software; collecting any information or
communication about the users of the Sites, Materials, Services, Software by monitoring, interdicting
or intercepting any process of or communication initiated by the Sites, Materials, Services, Software
or by developing or using any software or any other process or method that engages or assists in
engaging in any of the foregoing; attempting to hack this Site, Services, Software or any
communication initiated by the this Site, Services, or Software or to defeat or overcome any
encryption and/or other technical protection methods implemented by LevelUpMedia & Entertainment or its licensors
with respect to this Site, Services, Software and/or data and/or content transmitted, processed or
stored by LevelUpMedia & Entertainment or other users of this Site, Services, Software; or taking any steps to
interfere with or in any manner compromise any of LevelUpMedia & Entertainment’ security measures.

LevelUpMedia & Entertainment may be required to disclose information to individuals asserting rights under the Digital
Millennium Copyright Act and similar laws, and you expressly authorize LevelUpMedia & Entertainment to comply with
any and all lawful notices, subpoenas, court orders or warrants without prior notice to you. Except
where LevelUpMedia & Entertainment specifically requests or solicits comments or submissions, LevelUpMedia & Entertainment does
not accept or consider any creative ideas, suggestions, comments or materials (collectively,
“Comments”) from the public. If a Comment is received from you by LevelUpMedia & Entertainment, you understand,
acknowledge and agree that (a) it may be utilized by LevelUpMedia & Entertainment free of any right, claim, title or
ownership interest in the Comment(s), (b) you waive your right to assert any ownership right, claim,
title and interest of any kind in the Comment(s) (including, but not limited to unfair competition,
Intellectual Property, moral and/or similar rights or implied contract), (c) you hereby grant LevelUpMedia & Entertainment a nonexclusive, perpetual, irrevocable, worldwide license to the Comment(s) in every media
and for every purpose now known or hereinafter discovered, and (d) you waive the right to receive
any financial or other consideration or remuneration in connection with such Comment(s), including,
but not limited to, attribution or other credit. You completely release LevelUpMedia & Entertainment (and its
subsidiaries, LevelUpMedia & Entertainment Providers, and affiliates and each of their officers, directors, agents, joint-
ventures and employees) in all respects from any claims, demands, actions, losses and other
perceived, actual, incidental, indirect, exemplary, special or consequential damages of every kind and
nature (collectively, “Claims”), known and unknown, suspected and unsuspected, disclosed and
undisclosed, foreseeable and unforeseeable, arising out of, relating to or in any way connected with
your unsolicited submissions, including, without limitation, all Claims for theft of ideas or Intellectual
Property Rights infringement by LevelUpMedia & Entertainment.

Your Representations and Warranties

You represent, promise and warrant that:

you possess the legal right and ability to enter into this EULA and to comply with its terms; you will
use this Site, Software, the Materials and Services for lawful purposes only and in accordance with
this EULA, other applicable policies and/or agreements and all applicable laws, regulations and
policies, including without limitation the Privacy Policy; you will not attempt to decompile, reverse
engineer or hack website, or the Services or to defeat or overcome any encryption and/or digital rights
management technology implemented by LevelUpMedia & Entertainment with respect to this Site, Software, the
Services and/or data transmitted, processed or stored by LevelUpMedia & Entertainment, Software or the Services;
you will not attempt to tamper with, violate, breach, circumvent, disrupt, hack or in any manner
compromise any security measures employed by LevelUpMedia & Entertainment or LevelUpMedia & Entertainment Providers to
protect the content and files distributed by LevelUpMedia & Entertainment, including, but not limited to altering,
duplicating, transferring, deleting, eliminating, manipulating or tampering with such files; you will not
take any steps to interfere with or in any manner compromise any of LevelUpMedia & Entertainment’s security
measures, the security measures of LevelUpMedia & Entertainment Providers, administrators, or other providers.

Notification of Copyright Infringement

LevelUpMedia & Entertainment will investigate notices of copyright infringement and take appropriate actions. If you
believe that your work has been used or copied in a way that constitutes copyright infringement and
such infringement is occurring on or through this Site, Software or the Services, please notify LevelUpMedia & Entertainment’s Copyright Agent.

A notification of claimed infringement must be a written communication addressed to the designated
agent as set forth below (the Notice ), and must include substantially all of the following: a physical or
electronic signature of the person authorized to act on behalf of the owner of the copyright interest
that is alleged to have been infringed; a description of the copyrighted work or works that you claim
have been infringed (“infringed work”) and identification of what material in such work(s) is claimed to
be infringing (“infringing work”) and which you request to be removed or access to which is to be
disabled; a description of the exact name of the file on the LevelUpMedia & Entertainment Software, the Services or
this Site (and the location of the file, if it appears on this Site) that you claim is infringing or if the
infringed work appears on a site linked to from this Site, Software or Services, where the material that
you claim is infringing is located on such site; information sufficient to permit LevelUpMedia & Entertainment to contact
you, such as your physical address, telephone number, and email address; a statement by you that
you have a good faith belief that the use of the material identified in your Notice in the manner
complained of is not authorized by the copyright owner, its agent, or the law; a statement by you that
the information in your Notice is accurate and, under penalty of perjury that you are the copyright
owner or authorized to act on the copyright owner’s behalf. To reach LevelUpMedia & Entertainment’s Copyright
Agent for Notice of claims of copyright infringement, please email: [email protected] The
copyright agent should only be contacted if you believe that your work has been used or copied in a
way that constitutes copyright infringement and such infringement is occurring or through this Site,
Software or Services. All other inquiries directed to the copyright agent will not be responded to.

Indemnity

You agree to indemnify, hold harmless and defend LevelUpMedia & Entertainment, LevelUpMedia & Entertainment Providers, their
successors, their affiliates, and each of their subsidiaries, officers, directors, employees, advertising
and promotions agencies, representatives or agents (collectively, “Indemnified Parties”), at your sole
expense, against any and all claims, actions, proceedings, investigations, and lawsuits and all
liabilities, damages, judgments, settlements, penalties, fines, losses, costs and expenses (including,
without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by any
Indemnified Party arising out of or relating to your (a) violation or breach of any term of this EULA or
any policy or guidelines referenced herein, including without limitation the Privacy Policy, or any
applicable law, or (b) use or misuse of this Site, Software, the Material and/or Services, (c) or your
infringement or the infringement by any other user through your account of any Intellectual Property
Rights or other moral, privacy, publicity or similar rights of any person or entity.

Trademarks

All trademarks, service marks, logos, trade names, and any other proprietary designations of LevelUpMedia & Entertainment used herein are trademarks or registered trademarks of LevelUpMedia & Entertainment or LevelUpMedia & Entertainment
Providers. Any other trademarks, service marks and trade names are the trademarks or registered
trademarks of their respective parties. You may not copy, display or use any of these marks without
prior written permission of the mark owner.

Governing Law

Any dispute, controversy or claim arising under, out of or relating to the Service, the Site(s), the
Materials, or this EULA, including, without limitation, its formation, validity, binding effect,
interpretation, performance, breach or termination, as well as non-contractual claims, shall be
submitted to mediation in accordance with the WIPO Mediation Rules for Film and Media. The place
of mediation shall be Geneva, Switzerland. The language to be used in the mediation shall be
English.

If, and to the extent that, any such dispute, controversy or claim arising under, out of or relating to this
EULA and any subsequent amendments of the Service, the Site(s), the Materials, or this EULA,
including, without limitation, its formation, validity, binding effect, interpretation, performance, breach
or termination, as well as non-contractual claims has not been settled pursuant to the mediation within
30 days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by
either party, be referred to and finally determined by binding arbitration in accordance with the WIPO
Expedited Arbitration Rules for Film and Media. Alternatively, if, before the expiration of the said
period of 30 days, either party fails to participate or to continue to participate in the mediation, the
dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be
referred to and finally determined by binding arbitration in accordance with the WIPO Expedited
Arbitration Rules for Film and Media. The dispute, controversy or claim referred to arbitration shall be
decided in accordance with the law of Switzerland.

Unless the parties agree within thirty (30) days of the filing of the Request for Arbitration to utilize a
single arbitrator appointed by WIPO following consultation with the parties, each party shall appoint
an arbitrator, and the WIPO shall appoint a third arbitrator, who shall serve as chair of the panel,
following consultation with the parties and the party appointed arbitrators. Each arbitrator so
appointed shall be independent of the parties and shall have an international reputation as being
experienced in the legal and technical matters related to the dispute. The seat of arbitration shall be
Geneva, Switzerland provided, however, that the arbitrators may hold hearings at such other locations
as the arbitrators shall determine, after consultation with the parties. The arbitral proceedings and all
pleadings and written evidence shall be in the English language. Any written evidence originally in a
language other than English shall be submitted in English translation accompanied by the original or
true copy thereof. The arbitrators are precluded from awarding punitive or exemplary damages. In no
event shall the arbitrators have the powers of an amiable compositeur.

The following provisions relating to service of process shall apply to any litigation matters that may
arise under this Agreement, any matter related thereto, or the enforcement of any arbitral or other
award made pursuant to the terms hereof:

Each Party hereto irrevocably and unconditionally consents to service of process upon it in any
proceeding brought to obtain interim injunctive relief or any proceeding brought to recognize and
enforce an arbitral award hereunder, by mailing copies of any notice or pleadings thereof by
registered international airmail, recognized international courier, or international express mail, postage
prepaid, return receipt requested, to it at its address specified herein. The foregoing shall not limit the
right of either Party to serve process in any other manner permitted by applicable law and shall not
limit the ability of either Party to bring any such proceeding or to obtain execution of any judgment
rendered in any such proceeding in any other jurisdiction in which the other Party hereto or any of its
property or assets may be found.

Each Party hereto specifically hereby waives any claim or right it may have by statute, treaty, or law to
contest the jurisdiction or venue of any cantonal or federal court in any action or proceeding, for
interim relief or to enforce an arbitral award, instituted by the other Party, including, but not limited to,
any claim that might be asserted under the Hague Convention on the Service Abroad of Judicial and
Extra-judicial Documents in Civil or Commercial Matters, and the Hague Convention on the Taking of
Evidence Abroad in Civil or Commercial Matters.

Final judgment on an arbitral award rendered against either Party in any action or proceeding shall be
conclusive and may be enforced, to the extent permitted by applicable law, in any jurisdiction by suit
on the judgment or by such other means provided by applicable law; a certified copy of which
judgment shall be conclusive evidence thereof. . The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any Request for Arbitration, claim or
cause of action arising out of or related to use of the Services, Materials, Sites or this EULA must be
filed within one (1) year after such claim or cause of action arose or be forever barred.

Miscellaneous

LevelUpMedia & Entertainment reserves all rights not expressly granted herein. LevelUpMedia & Entertainment may modify this EULA
at any time for any reason, in its sole discretion, by posting the revised EULA on this Site. You may
not assign any rights granted to you hereunder. Nothing in this EULA shall constitute a partnership or
joint venture between you and LevelUpMedia & Entertainment. Should any term or provision hereof be deemed
invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this
EULA shall nonetheless remain in full force and effect. The failure of LevelUpMedia & Entertainment at any time or
times to require performance of any provision hereof shall in no manner affect its right at a later time
to enforce the same unless the same is waived in writing. To the extent that anything in or associated
with the Site, Software and/or Services is in conflict or inconsistent with this EULA, this EULA shall
take precedence. If any terms contained herein conflict with the terms contained in any offer or
elsewhere on the Sites, these terms and conditions control. This EULA and all documents relating
hereto have been drafted and will be interpreted in English. The rights and remedies granted to
LevelUpMedia & Entertainment under this EULA are cumulative and in addition to, not in lieu of, any other rights and
remedies which LevelUpMedia & Entertainment may possess at law or in equity. The terms set forth in this EULA and
any agreements included or referred to in this EULA constitute the final, complete and exclusive
agreement with respect to this Site, Software, Materials and Services and may not be contradicted,
explained or supplemented by evidence of any prior agreement, any contemporaneous oral
agreement or any consistent additional terms. The owners of the Materials are intended third-party
beneficiaries of this EULA and shall have the right to enforce it against you. Upon termination,
cancellation, suspension or expiration of this EULA for any reason, you agree to cease all access and
use of the Site, Software and Services.

If you have any questions or concerns about this EULA or any issues raised in this EULA or on this
Site, please contact us via the Contact Us details.

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