Terms of Use Cadenza App by MetaMusic Inc. 15 Sep 2018 This Terms of Use ("ToU") is made and effective upon installation of the Software (as defined below) by you ("Licensee") and is between MetaMusic Inc., ("Developer") and the Licensee. By installing and using the Software you accept the terms of this ToS. If you do not accept the terms of this ToS, do not use the Software. Developer has developed and licenses to users its software program under the name Cadenza (the "Software"). Developer may, from time to time, make available certain add-on features such as new or improvement functions of the Software or additional music content that was not available by the time the Licensee installed the Software ("Features") to Licensee, as set forth below. 1. License. Subject to the terms and conditions of this ToS, Developer hereby grants to Licensee a non-exclusive, non-transferable limited license to use, in executable form only, (i) the Software as set forth in this ToS; and (ii) the Features for which Licensee has paid the applicable license fee. Each of the Software and Features are licensed only for Licensee's individual, non-commercial, entertainment and education purposes only. From time to time, Developer may make available updates to the Software or Features. Updates to the Software will be licensed under the terms applicable to Software and updates to Features will be licensed under the terms applicable to Features. Nothing in this ToS requires Developer to provide updates or additional Features to Licensee or Licensee to accept such updates or additional Features. Licensee agrees and acknowledges that Software and Features are licensed and not sold, and that all use of "purchase" or "sell" in connection with any Software or Features shall be deemed to mean "license." Other than the express licenses granted herein, Developer does not grant any licenses to intellectual property to Licensee. 2. Restrictions. 2.1. General Restrictions. Licensee shall not (i) modify, copy, duplicate, reproduce, or create derivative works of any Software or Features; (ii) transfer, assign, sublicense, lease, loan, resell, distribute, network or electronically transmit the Software in whole or in part to any third party; (iii) reverse engineer, reverse compile, reverse assemble, decrypt, translate or otherwise obtain the source code of any Software or Features, unless and only to the extent such restrictions are prohibited under applicable law; (iv) remove, alter or deface (or attempt any of the foregoing) proprietary notices, labels or marks in any Software or Features; (v) use any Software or Features on a time sharing, service bureau, application service provider (ASP), rental or other similar basis; (vi) license or sublicense the Software or Features, or transfer or convey the Software or Features or any right in the Software or Features to anyone else without the prior written consent of Developer; (vii) disclose the results of testing or benchmarking of any Software or Features to any third party without the prior written consent of Developer; (viii) circumvent or disable Developer's copyright protection mechanisms or license management mechanisms; (ix) use any Features beyond those to which Licensee is entitled or with any Software to which Licensee does not have a valid, current license; or (x) attempt any of the foregoing. Notwithstanding the foregoing, Licensee may make one copy of the Software for backup or archival purposes. 2.2. Accompaniment Recordings. The recorded accompaniment music (the "Accompaniment Recordings") available through the Software or subsequently added to the Software in the Software's "Cadenza Music Library" can be accessed by using "in-app-purchase" mechanisms such as auto-renewable subscriptions or non-consumables via Apple AppStore. A subset of Accompaniment Recordings is the property of third parties, and such third parties retain all rights to the Accompaniment Recordings. These Accompaniment Recordings are used and included in the Software by permission to Developer. The rest of music accompaniment are produced and owned by the Developer. Regardless of the ownership of Accompaniment Recordings, Developer gives no right, authorization or permission to Licensee to, and Licensee shall not, sell, copy, exchange, transfer, publish, assign or otherwise distribute the Accompaniment Recordings in whole or in part. 2.2.1 Developer is responsible for addressing any claims of the Licensee or any third party relating to the Software or the Licensee's possession and/or use of that Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. 2.2.2 Developer and Licensee acknowledge that, in the event of any third party claim that the Software or the Licensee's possession and use of that Software infringes that third party's intellectual property rights, Developer, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 2.2.3 in the event of any third party claim that the Software or the Licensee's possession and use of that Software infringes that third party's intellectual property rights, Developer, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 2.3 Use of Accompaniment Recordings. Licensee may only use the Accompaniment Recordings in combination with musical audio performed or generated by Licensee (the "Combined Recordings"), and Licensee may record, publicly perform, make available, or otherwise reproduce the Combined Recordings. Notwithstanding the foregoing, Licensee shall not use the Combined Recordings for commercial purposes, including without limitation (a) charging a fee for the Combined Recordings or otherwise make the Combined Recordings available through a third party who charges a fee for the Combined Recordings whether alone or in combination with other content, (b) placing Combined Recordings in a music library, or (c) broadcasting Combined Recordings via any medium, electronic or otherwise. Licensee shall not record, publicly perform, make available, broadcast or otherwise reproduce or communicate the Accompaniment Recordings without Licensee-generated musical audio content combined with Accompaniment Recording(s) or make the Combined Recordings, or allow the Combined Recordings to be made, available for a fee. Licensee shall not create sample libraries or music libraries in any form, commercially or otherwise, using the Accompaniment Recordings or the sounds therein. 2.4 Maintenance and Support. Developer and the Licensee acknowledge that Apple, Inc., has no obligation whatsoever to furnish any maintenance and support services with respect to the Software. 3. Privacy A Cadenza account is required to purchase a subscription plan by Licensee. Within the valid duration of a Cadenza subscription, Licensee can access all Cadenza music content legally available under the copyright status of the music content in the country of the Licensee. Licensee's account information, such as the music instrument choice and music education status, will be used to optimize Licensee's in-app experience and to guide our future music content development. Registering a Cadenza account is free and no purchase is required to access the free pieces in the Cadenza music library. Licensee's in-app Cadenza ID (either Licensee's cellphone number or Licensee's email address) will be used to recover Licensee's account information in case of forgetting the password. Licensee's Cadenza ID and credentials will be used to sign in to Licensee's user web account in Cadenza cloud server at www.metamusic.ai/signin. Cadenza saves Licensee's recordings on Licensee's iOS device. Licensee may elect to automatically upload all, or manually upload selected recordings, to Developer's cloud server as well. If Licensee elect to do this, the makers of Cadenza, MetaMusic Inc., will provide Licensee secured access to Licensee's music recordings online at www.metamusic.ai/signin. Licensee will be able to download and delete Licensee's uploaded data using any desktop computer or mobile device. Developer may conduct internal research directed toward improving Licensee's music experience in our apps using these data. Through the Cadenza app Licensee can switch on or off the option to automatically upload Licensee's performance recordings. The default setting does not upload. Licensee's data will not be shared with any third party not explicitly identified by Licensee. Licensee's data will be stored until Licensee request to delete them. Licensee can revisit this decision at any time through the user profile page in the Cadenza app. 4. Subscriptions. Developer offers a small set of free music content for each supported music instrument for users to evaluate the musicality of Cadenza accompaniment to make a decision on purchase a subscription. Paid subscriptions are required to access to the entire Cadenza repertoire that can be distributed legally to Licensee's region according to the location of Licensee's iOS device. Developer offers two auto-renewable subscriptions exclusively via Apple AppStore: "Auto-Renewable Monthly Subscription of Full Access to Cadenza Music Library" ("Cadenza Monthly Subscription") and "Auto-Renewable Annual Subscription of Full Access to Cadenza Music Library" ("Cadenza Annual Subscription"). Both offer full access to download and play any piece in Cadenza music library within their valid duration. The vast majority of music pieces in Cadenza music library are offered worldwide. There could be a minority of music pieces that Developer may not have the legal right to distribute commercially to all countries/regions. Cadenza library page automatically shows the repertoire that are available based the current location of the devices. An Apple iTunes account and its associated payment method are required to purchase a subscription. By purchasing either "Cadenza Monthly Subscription" or "Cadenza Annual Subscription", a payment from the Licensee will be applied to iTunes account on confirmation. The amount of the subscription fee will be determined by Apple AppStore based on the country/region of the Licensee's iTunes account. The amount will charged to Licensee's iTunes account for renewal within 24-hours prior to the end of the current period. Subscription will automatically renew unless auto-renew is turned off at least 24-hours before the end of the current period. The Licensee can cancel anytime from Licensee's iTunes account settings. If for any reason Licensee cancels or stops renewing the subscription, immediately after the last subscription period elapsed, the Licensee will not be able to download and play any of the non-free pieces in Cadenza library. However, Cadenza will keep Licensee's saved performance recordings of those non-free pieces on Licensee's device, and the Licensee will continue to have the access to all Licensee's recordings that Licensee elected to upload to and store on Cadenza cloud server, until Licensee requested to delete them. Licensee's subscription status and period is solely determined by the iTunes account that signed into an iOS device. Licensee need to use the same iTunes account that made the purchase/renewal of a subscription on an iOS to access the non-free music content in Cadenza library. Per Apple AppStore policy, Licensee's subscription period is validated according to Licensee's iTunes account, not Licensee's Cadenza in-app account, which may or may not have an email ID that is identical to the iTunes account ID. 5. Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS". DEVELOPER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE'S OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED. In the event of any failure of the Software to conform to any applicable warranty, the Licensee may notify Apple, and Apple will refund the purchase price for the Software to that Licensee; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Developer's sole responsibility. 6. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS ToS, DEVELOPER SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY. Developer's maximum aggregate liability arising from or relating to this ToS or the use of the Software and Features shall not exceed the total amount paid by Licensee to Developer for the Software and the Features. 7. Term And Termination. 7.1. Term. This ToS shall be in effect while any Software or Features are under Licensee's control or possession, unless terminated earlier. 7.2. Termination. Developer shall have the right to terminate this ToS upon thirty (30) days prior written notice to Licensee if Licensee has not cured any material breach of this ToS by the end of such thirty (30) day notice period. 7.3. Survival. The provisions of Sections 2, 3, 4, 5, 6,7.3, 8, 9,10,11 of this ToS shall survive any termination in accordance with their terms, in addition to any obligations accrued prior to termination or expiration. 8. Governing Law; Jurisdiction. This ToS shall be construed and enforced in accordance with the laws of the State of Delaware, United States of America, without giving effect to its conflicts of laws rules and the United Nations Convention for the International Sale of Goods. The federal and state courts located in Wilmington, Delaware shall have exclusive jurisdiction with respect to any dispute arising under this ToS. 8.1 Compliance. Licensee represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties. 9. Developer Name and Address: Any questions from Licensee or potential end-users, complaints or claims with respect to the Software should be directed to cadenza@metamusic.ai or by mail to: MetaMusic Inc. 1894 Sunset Ridge Terrace, Henderson, NV 89012 10. No Assignment. Licensee may not assign its rights and obligations under this ToS without the prior written consent of Developer. Any attempted assignment other than as permitted shall be null and void. This ToS inures to the benefit of Licensee and Developer, and their respective heirs and permitted assigns. 11. No Waiver. No course of dealing or failure of either party to strictly enforce any term, right or condition of this ToS shall be construed as a waiver of such term, right or condition. 12. Construction; Severability. The headings used in this ToS are for reference purposes only and will not be deemed to limit, expand or in any way affect the interpretation of any term or provision hereof. If any provision or part hereof shall be held to be invalid or unenforceable for any reason, then the meaning of such provision or part hereof shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save such provision or part hereof, it shall be severed herefrom, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which shall continue in full force and effect unless such severance effects such a material change as to render the ToS unreasonable. 13. Entire Agreement and Third Party Beneficiary. This ToS represents the entire agreement between Developer and Licensee with regard to the Software and Features and supersedes any prior understandings, written or oral. Licensee must comply with applicable third party terms of agreement when using the Software. Developer and the Licensee acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this ToS, and that, upon the Licensee's acceptance of the terms and conditions of this ToS, Apple will have the right (and will be deemed to have accepted the right) to enforce this ToS against the Licensee as a third party beneficiary thereof. This ToS may only be amended by a writing signed by Developer and Licensee.