Please read these Terms of Use (these "Terms") carefully as they govern your use of the Sync or Stream websitewhichincludes access topersonalized services for obtaining sync licenses tomusic and other related content,including all of our websites and software applications that incorporate or link to theseTerms(collectively, the "Sync or Stream Service") and any music, sound effects, or other audio materials that aremadeavailable for active subscribersthrough the Sync or Stream Service (the "Content").

Use of the Sync or Stream Service may be subject to additional terms and conditions presented by Sync or Stream, which are hereby incorporated by this reference into these Terms.

By signing up for, or otherwise using, the Sync or Stream Service, you agree to these Terms. If you do not agree to these Terms, then you must not use the Sync or Stream Service or access any Content.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

SERVICE PROVIDER:

These terms are between you and 8va Collective LLC DBA “Sync or Stream”5762Lincoln Ave #996Cypress, CA 90630

ELIGIBILITY AND AGE REQUIREMENTS:

BY USING THE SYNC OR STREAM SERVICE, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER TO ENTER INTO THESE TERMS. Additionally, in order to use the Sync or Stream Service and access any Content, you represent that: you reside in the United States, and any registration and account information that you submit to Sync or Stream is true, accurate, and complete, and you agree to keep it that way at all times.

GENERAL PROVISIONS:

• I.    SERVICES PROVIDED

  We provide numerous Sync or Stream Service options which require various structures of payment before they can be accessed (the "Paid Subscriptions"). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. We are not responsible for the products and services provided by such third parties

• II.    LIMITATIONS OF SERVICES AND MODIFCATIONS

  We use reasonable efforts to keep the Sync or Stream Service operational and to provide you with music licensing options. However, our service offerings and their availability may change from time to time, without liability to you; for example:The Sync or Stream Services may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevantlaws and regulatory requirements.

  We aim to evolve and improve the Sync or Stream Service constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all of part of the Sync or Stream Service (including particular functions, features, subscription plans, and promotional offerings);

  Sync or Stream has no obligation to provide any specific content through the Sync or Stream Service, and Sync or Stream or the applicable owners may remove any particular songs, sound effects and other Content without notice.

• III.    SYNC OR STREAM SERVICE USER ACCESS

  Sync or Stream offers a multi-faceted audio catalog containing music and sound foractive subscribers to obtain “one stop” sync licenses (for both the use of the master and underlying composition) through monthly or annual subscriptions as outlined below:

  • A.   STREAMER:

    Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you a limited, non-exclusivelicense to synchronize works from the Musical Content Library to your streaming videosfor non-commercial use.

  • B.   CONTENT CREATOR:

    Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you a limited, non-exclusive license to synchronize works from the Streaming Musical Content and SFX Libraries to your videos for non-commercial use.

  • C.   FREELANCER:

    Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you a limited, non-exclusive license to synchronize works from the Streaming Musical Content and SFX Libraries to your videos for commercial use.

• IV.    CONTEND ID REGISTRATION AND RESTRICTIONS ON SYNC USE

  • A. You may not use, transfer, display, perform or otherwise make the Content available except as expressly permitted under these Terms.

  • B. You may not register or permit the registration of the Content with any content identification system, for example without limitation, with YouTube's ContentID.

  • C. You may not alter, change, or adapt the words, or alter the fundamental character of the Content.

• V.    PROPRIETARY RIGHTS OF SYNC OR STREAM

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

• VI.    CANCELLATION AND PAYMENTS

  Sync or Stream may from time to time make changes to Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid) and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Sync or Stream Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.

  Your payment to Sync or Stream will automatically renew at the end of the applicablesubscription period unless you cancel your Paid Subscription before the end of the then-current subscription period. For the avoidance of doubt, you will not be able to obtain any licenses unless you are a paid subscriber in good standing (i.e., a paid user with a current and active subscription to Sync or Stream). For Freelancer subscription cancellations, the first use (i.e., commercial broadcast, stream, or video release) of any license obtained for commercial use during your subscription period must occur during your subscription period.

• VII.    DEFINITIONS

  Streamer: $6/month ($66/yr.) – Subscription tier to access Sync or Stream’s music catalog, to have royalty-free music to playwhile streaming without having to worry about their VODs being muted andcopyright stricken. Theyalso receive a 10% discount on custom music requests.

  Content Creator: $10/month ($100/yr.) - Subscription tier to access Sync or Stream’s SFX library, as well as the ability to download music and SFX.Customers of this tier aregiven a “personal-use” license, meaning they canonly use music and SFX for their personal projects/accounts, notcommercially; they cannot use our library for client work or broadcast. Theyalso receive a 15% discount on custom music requests

  Freelancer: $20/month ($180/yr.) - Subscription tier to access Sync or Stream’s “commercial-use” license. Meaning, subscribers CAN use our music and SFX for client work, broadcast, and other people’s projects. They also receivea 20% discount on custom music requests. Tracks used for broadcast arerequired to fillout and submit cue sheets and subject to the first use requirements outlined above.

  Streaming Musical Content Library: A library of musical works available for sync licensing via streaming available to active Streamer, Content Creator, and Freelancer subscribers.

  Downloadable Music Content Library: A library of downloadable musical works available for sync licensing via download available to active Content Creator and Freelancer subscribers.

  SFX Library: A library of downloadable sound effects available to active Content Creator and Freelancer Subscribers.

  Commercial use: Use of Content intended for or directed toward commercial advantage or monetary compensation.

  Personal Use: Use of Content not intended for or directed towards commercial advantage or monetary compensation.

• VIII.    LIMITATION OF LIABILITY AND INDEMNIFICATION

  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNC OR STREAM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS, AND LICENSORS (COLLECTIVELY, "SYNC OR STREAM ENTITIES") BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SYNC OR STREAM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SYNC OR STREAM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF $100 AND THE AMOUNTS YOU HAVE PAID TO SYNC OR STREAM, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  You hereby release Sync or Stream Entities and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service, including but not limited to, any interactions with or conduct of other Users or Third-Party Services of any kind arising in connection with or as a result of the Agreement or your use of the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Sync or Stream Entity or for such party's fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Service provided hereunder.

  To the fullest extent permitted by law, you are responsible for your use of the Service, and you will indemnify and hold harmless the Sync or Stream Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) Your Content; (b) your unauthorized use of, or misuse of, the Service; (c) your violation of any portion of the Agreement, or any applicable law or regulation; (d) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of User Content or a Sync or Stream Sound); or (e) any dispute or issue between you and any third party.

  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you will cooperate with our defense of those claims.

• MISC

  • These Terms are governed by and shall be construed in accordance with the laws of the State of California, United States of America, without regard to California's choice or conflicts of law principles. Further, you and Sync or Stream agree to the jurisdiction of the federal and state courts located in Southern California, California, to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms or the Sync or Stream Service that is not subject to mandatory arbitration under the Arbitration Agreement below, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

  • You and Sync or Stream agree that any dispute, claim, or controversy between you and Sync or Stream arising in connection with or relating in any way to these Terms or to your relationship with Sync or Stream as a user of the Sync or Stream Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory binding individual (not class) arbitration. You and Sync or Stream further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees and costs only where allowable under applicable law), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.