PRETZEL TERMS OF USE

PretzelAux, Inc. (“Pretzel,” “we,” “us” or “our”) is an Internet-based service that represents the rights to a catalog of sound recordings (“Sound Recording(s)”) and the musical works (“Composition(s)”) embodied in them (each such combination of Sound Recording and Composition, a “Cleared Music Track”) and that, among other things, licenses customers to download, livestream and to use such Cleared Music Tracks for certain user generated content (“UGC”) uses. The services offered by Pretzel include the licensing marketplace platform(s) located at www.pretzel.rocks (the “Site”) and any services, features, content, and applications offered from time to time by Pretzel in connection with the Site, and any other future website(s) and/or digital applications controlled or operated by Pretzel or its affiliates, whether accessible via personal computer, mobile device or otherwise (each, a “Service,” and collectively, the “Services”).

These Terms of Use (this “Agreement”) constitute a binding legal agreement between you and Pretzel and applies to your access of the Site and use of the Services.

This Agreement includes Pretzel’s policy for acceptable use of the Site and the Services, your rights, obligations, and restrictions regarding your use of the Site and the Services. The Pretzel Privacy Policy discusses and governs Pretzel’s collection and use of any information you provide and/or submit to us through the Site or the Services and/or any we collect about you when you are accessing or using the Services, and is hereby incorporated herein by reference.

In order to participate in the Services, you may be required to download software or other content and/or agree to additional terms and conditions. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site or the Services, the terms with respect to the specific portion of the Site or the Services shall control with respect to your use of that portion of the Site or that Service.

1. Your Acceptance of this Agreement; Pretzel’s Right to Modify this Agreement.

(a) Please read this Agreement carefully. You must accept all of the terms and conditions contained in this Agreement before accessing or using the Site or the Services. If you do not accept this Agreement, you must leave the Site and discontinue use of the Services immediately. By accessing the Site or using the Services, you acknowledge that you have read, understand and agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site), or a Pretzel “Customer” (which means that you have created a Pretzel “Customer Account” and entered into a license agreement available on the Site). The term “User” refers both to Visitor(s) or Customer(s).

(b) We may modify this Agreement from time to time by posting the amendment(s) on the Site, and such modifications shall be effective upon such posting. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. By accessing the Site or using the Services after any such modification, you agree to be bound by all such modifications from the time of such access or use. You should periodically visit this page to determine the current Agreement to which you are bound.

When this Agreement is modified, we will also modify the "Last Modified on" date set forth at the beginning of this Agreement.

(c) You are authorized to access the Site and use the Services (regardless of whether your access or use is intended) only if you abide by all applicable laws, rules, regulations, orders, this Agreement, and any and all other agreements between you and Pretzel regarding the Site or the Services. If you breach this Agreement, or any other agreement between you and Pretzel, or any applicable laws, rules, regulations or orders, your authorization to access the Site and use the Services automatically terminates.

2. Term and Termination. This Agreement shall remain in full force and effect while you access the Site, use the Services, or maintain a Customer Account. Pretzel reserves the right (in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability) to change, modify, suspend, discontinue, or terminate the Site and/or any or all of the Services, and to restrict, suspend, or terminate your access to or use of all or any part of the Site and/or the Services and/or to take technical and/or legal steps to prevent you from accessing the Site or the Services. Pretzel will terminate a User’s access to and use of the Site and the Services if, under appropriate circumstances and without limitation, the User is determined by Pretzel to be a repeat copyright infringer. Anything to the contrary herein notwithstanding, after a User’s access to the Site, use of the Services, or Customer Account are terminated, this Agreement will remain in effect and be fully applicable to such User’s access to the Site, use of the Services, or Customer Account prior to such termination.

3. Proprietary Rights.

(a) The Site and the Services may contain text, files, photos, pictures, graphics, images, illustrations, videos, musical works, sound recordings, other audio and sounds, icons, links, software, data, and other content, files, materials and works of authorship of Pretzel (collectively, and together with the selection and arrangement thereof, “Pretzel Content”). The Site and the Services also contain trademarks, service marks, trade names, trade dress, brands, and logos (“Trademarks”) of Pretzel (the “Pretzel Trademarks”). Pretzel Content and Pretzel Trademarks are protected by copyright, trademark, patent, trade secret, privacy, publicity, and other laws. As between you and Pretzel, Pretzel retains ownership of all copyright and other intellectual property and proprietary rights in the Pretzel Content, Pretzel Trademarks, the Site, and the Services.

(b) Pretzel hereby grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display the Pretzel Content (excluding any software code) solely in connection with viewing the Site as provided in this Agreement, provided that you shall not use, copy, modify, translate, create derivative works based upon, publish, broadcast, transmit, distribute, publicly perform, make available to the public, reproduce, publicly display, republish, download or sell any Pretzel Content unless expressly authorized to do so pursuant to the terms and conditions of this Agreement or another agreement between you and Pretzel. All rights not expressly granted to you pursuant to this Agreement are expressly reserved by and to Pretzel.

(c) You shall not copy, imitate, or use any Pretzel Trademark, domain name or any other feature of the Site or the Services, in whole or in part, without the prior written permission of Pretzel. Nothing on or in the Site or the Services shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Pretzel Trademark, domain name, or any other feature of the Site, including without limitation any other intellectual property or proprietary rights, other than as expressly set forth herein, or pursuant to the terms and conditions of another agreement between you and Pretzel, whether for non-commercial or commercial use.

4. Prohibited Activity.

(a) This Section 4(a) sets forth a partial list of activity that is illegal or prohibited on the Site or the Services. Such activity includes activity that, in the sole discretion of Pretzel:

(i) is criminal or tortious activity, including, without limitation, fraud, trafficking in child pornography or obscene material, drug dealing, gambling, harassment, stalking, “spimming,” “spamming,” sending of viruses or other harmful files, copyright infringement, trademark infringement, patent infringement, or theft, or unauthorized disclosure of trade secrets;

(ii) is advertising to, or solicitation of, any User to buy or sell any products or services through the Site or the Services (other than as expressly authorized in this Agreement or in another agreement between you and Pretzel);

(iii) uses any information obtained from the Site or the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent (other than as expressly authorized in this Agreement or in another agreement between you and Pretzel);

(iv) breaches or circumvents any laws, third party rights, or our systems or policies;

(v) circumvents or modifies, attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Site or the Services;

(vi) covers or obscures the advertisements or ownership or copyright information on any Pretzel page via HTML/CSS or any other means;

(vii) is automated use of a system including the Site or the Services, such as using scripts to send comments or messages, or crawling the Site or the Services for data;

(viii) interferes with, disrupts, or creates an undue burden on the Site or the Services or the networks or services connected to the Site or the Services;

(ix) attempts to impersonate another User or person;

(x) uses the Customer Account or password of another Customer at any time or discloses your password to any third party (other than an automated password management system) or permits any third party to access your Customer Account;

(xi) sells or otherwise transfers your Customer Account;

(xii) uses any information obtained from the Site or the Services in order to harass, abuse, or harm another person;

(xiii) except as expressly authorized by an agreement between you and Pretzel, displays an advertisement, accepts payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Site or the Services on behalf of that person, or otherwise uses the Site or the Services in connection with any commercial endeavors;

(xiv) “frames” or “mirrors” any portion of the Site or the Services on any other website or server;

(xv) harvests or otherwise collects information about Users without their consent; or

(xvi) is otherwise an illegal and/or an unauthorized use of the Site or the Services.

(b) Under no circumstances shall Pretzel be responsible for the conduct of any Users of the Site or the Services, whether online or offline.

5. Monitoring. Pretzel assumes no obligation or responsibility for monitoring the Site or the Services for inappropriate conduct undertaken by Users. Notwithstanding the foregoing, Pretzel reserves the right to investigate and take appropriate action including, without limitation, legal action, against anyone who, in Pretzel’s sole discretion, violates this Agreement, including without limitation Section 4 hereof, and including, without limitation, (i) terminating or suspending the User’s Customer Account, as applicable, and reporting any User to law enforcement authorities, and (ii) disclosing information regarding use of the Site or the Services, to any third party in order to operate the Site or the Services properly, to protect ourselves, our sponsors, and Users, and to comply with legal obligations or governmental requests.

6. Representations and Warranties.

You hereby represent, warrant and covenant, at all times during which you access or use the Site or the Services, that:

(a) you are 13 years of age or older;

(b) if you are under the age of 18 but older than 13 years of age, you possess legal parental or guardian consent;

(c) you are fully able and competent to enter into the terms, conditions, obligations, affirmations, and representations and warranties set forth herein, and to abide by and comply with this Agreement and any other agreements between you and Pretzel;

(d) you intend to fully perform under this Agreement and any other agreements between you and Pretzel; and

(e) your access of the Site or use of the Services does not violate any applicable law, rules, regulations, or orders, or any agreement between you and any third party. NEITHER THE SITE, NOR ANY OF THE SERVICES IS INTENDED FOR CHILDREN UNDER 13 YEARS OF AGE. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT ACCESS AND/OR USE THE SITE OR THE SERVICES.

7. Copyright Policy. When we receive a proper Notification (as defined below), our policy is to promptly remove, block, or disable access to the allegedly infringing content and we may, in our discretion, terminate the Customer Account, as applicable, of repeat infringers in accordance with the Digital Millennium Copyright Act (“DMCA”).

(a) If you are a copyright owner and believe that your work has been copied and posted on the Site or the Services in a way that constitutes copyright infringement, you or your agent may submit a notification pursuant to the DMCA by providing our DMCA Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail) (a “Notification”):

(i) an electronic or physical signature of the owner of (or the person authorized to act on behalf of the owner of) the copyright interest allegedly infringed;

(ii) identification of the copyrighted work that you claim has been infringed (or if multiple copyrighted works are covered by a single Notification, a representative list of such works);

(iii) identification of the content that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the content on the Site or the Services (providing URL(s) that link to the claimed infringing content satisfies this requirement);

(iv) information reasonably sufficient to permit us to contact you, such as a postal address, telephone number, and an email address;

(v) a written statement by you that you have a good faith belief that the use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement that the information in the Notification is accurate and, under penalty of perjury, that you are (or are authorized to act on behalf of) the owner of the copyright interest that is allegedly infringed.

You should direct Notifications to Pretzel's DMCA Copyright Agent at: Pretzel, Inc. 2701 Ocean Park Blvd, Suite 220, Santa Monica, CA, 90405, Attn: Copyright Agent, or via email at dmca-requests@pretzel.rocks . You acknowledge that if you fail to comply with all of the requirements of this Section 7, your Notification may not be valid under the DMCA.

(b) In the event you believe that the content posted by another User violates your intellectual property rights other than copyright rights (i.e., trademark rights), please provide the same information requested in Section 7(a) above with respect to the alleged violation. The information should be sent to PretzelAux, Inc., 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California, 90069-4109, US, Attn: Legal, or via email at legal@pretzel.rocks.

8. Third Party Websites and Advertisements.

(a) Links to third party websites including, without limitation, links to Customer websites, on the Site or the Services, are provided solely for your convenience. If you use these links, you will leave the Site or the Services. We do not control and are not responsible for these third-party websites, their content or their policies, and your use of such third-party websites is subject to their respective terms of use and privacy policies. We do not endorse or make any representations about third party websites or any content, goods, or services available thereon or any results that may be obtained from using them. If you decide to access any of the third-party sites linked to the Site or the Services, you do so entirely at your own risk.

(b) Pretzel takes no responsibility for third party advertisements which are posted on the Site or the Services, nor do we take any responsibility for the goods or services provided by such advertisers.

9. Disclaimers

(a) YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, RULES, REGULATIONS AND ORDERS, PRETZEL EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL AND WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE RELIABILITY OR PERFORMANCE OF THE SITE OR THE SERVICES OR THE RELIABILITY, ACCURACY OR COMPLETENESS OF ANY CONTENT. IN ADDITION, PRETZEL DOES NOT REPRESENT, WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED ON OR THROUGH THE SITE OR THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURE IN ANY BANNER OR OTHER ADVERTISING. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM OR ON BEHALF OF PRETZEL SHALL CREATE ANY WARRANTY ON BEHALF OF PRETZEL IN THIS REGARD. YOU AGREE THAT YOU ARE MAKING USE OF THE SITE AND/OR THE SERVICES AT YOUR OWN RISK. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS, SOLELY TO THE EXTENT PROHIBITED BY THE APPLICABLE LAWS OF SUCH JURISDICTIONS.

(b) ALTHOUGH PRETZEL WILL IN GOOD FAITH ENDEAVOR TO REMEDY ERRORS IN THE SITE OR THE SERVICES, PRETZEL SPECIFICALLY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ALL ERRORS IN THE SITE OR THE SERVICES WILL BE CORRECTED. PRETZEL SHALL HAVE NO LIABILITY ASSOCIATED WITH ANY INOPERABILITY, PERFORMANCE OF OR INABILITY OR DELAY IN YOUR ACCESS TO THE SITE OR THE SERVICES.

(c) PRETZEL IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, THE SITE OR THE SERVICES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON'S COMPUTER OR OTHER HARDWARE RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SITE OR THE SERVICES.

10. Limitation on Liability.

(a) IN NO EVENT SHALL PRETZEL OR ANY OF ITS AFFILIATES, OR ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OWNERS OR REPRESENTATIVES OF ANY OF THE FOREGOING (COLLECTIVELY, “RELATED PARTIES”) BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR THE SERVICES, EVEN IF PRETZEL OR ANY OF ITS RELATED PARTIES HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE RELATED PARTIES ARE LIABLE OR SHALL BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY FROM

(i) YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES,

(ii) GUIDANCE PROVIDED BY PRETZEL,

(iii) INTERRUPTIONS TO THE SITE OR THE SERVICES,

(iv) VIRUSES OR MALICIOUS SOFTWARE CONTAINED ON OR TRANSMITTED THROUGH THE SITE OR THE SERVICES,

(v) BUGS OR ERRORS OF ANY KIND ON THE SITE OR IN THE SERVICES,

(vi) DAMAGE TO YOUR HARDWARE BY USE OF THE SITE OR THE SERVICES,

(vii) THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER USERS, OR

(viii) A SUSPENSION OR TERMINATION OF YOUR CUSTOMER ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OF WARRANTIES OR EXCLUSIONS OF DAMAGES AND, TO THE EXTENT PROHIBITED BY LAW, SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.

(c) REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF ANY RELATED PARTY IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY OF THE RELATED PARTIES FOR ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LOSSES, LIABILITY, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS, EXPENSES OR SIMILAR ITEMS OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, “CLAIMS”) ARISING UNDER OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICES, OR OTHERWISE SHALL BE LIMITED TO THE LESSER OF

(i) ONE HUNDRED DOLLARS ($100.00), OR

(ii) THE FEES ACTUALLY PAID TO AND RETAINED BY PRETZEL FOR THE SPECIFIC ACTIVITY OR SERVICE GIVING RISE TO THE LIABILITY.

11. Indemnity. You agree to indemnify and hold harmless Pretzel and its Related Parties from and against any and all Claims arising out of or related to

(i) your access to or use of the Site or the Services,

(ii) your violation of any third party right, including without limitation any copyright, patent, trademark, property or privacy right, or

(iii) your breach of any of your representations, warranties or covenants contained in this Agreement.

12. Dispute with Users. You are solely responsible for your interactions with other Users. Pretzel reserves the right, but has no obligation, to monitor disputes between you and other Users. If you have a dispute with one or more Users, you release Pretzel and the other Related Parties from Claims arising out of or related to such disputes. By accessing the Site or using the Services, you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those Claims that you may know or suspect to exist in your favor at the time of agreeing to this release

13. U.S. Export Controls. Software available in connection with the Site and/or the Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Site, the Services, or otherwise exported or re- exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

14. Legal Disputes; Governing Law; Venue. PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. You agree that any claim or dispute that may arise between you and Pretzel with respect to this Agreement will be resolved in accordance with this Section 14.

(a) Applicable Law. You agree that, except to the extent inconsistent with or preempted by federal law, this Agreement and any claim or dispute that may arise between you and any Related Party under it shall be construed under the laws of the State of California, without regard to its conflict of laws rules.

(b) Agreement to Arbitrate. You and Pretzel agree that any and all claims and disputes arising between you and us pursuant to this Agreement and your use of the Site or the Services shall be resolved exclusively through final and binding arbitration. Alternatively, you may assert your claims and disputes in small claims court, if the claim or dispute so qualifies, so long as the claim or dispute remains in small claim court and advances on an individual (non-class) basis. The Federal Arbitration Act shall govern this agreement to arbitrate.

(i) Class and Representative Actions Prohibited. You and Pretzel agree that each of us (or any other Related Party) may bring claims and disputes against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Pretzel agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims or disputes or preside over a representative or class proceeding. The arbitrator may award relief only to the individual bringing the action and any relief awarded may not affect other Users.

(ii) Arbitration Procedures. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable) as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. The AAA’s rules shall govern the number of arbitrators assigned to conduct the arbitration. The party intending to seek arbitration shall send to the other, by certified mail, notice of the dispute. Such notice should be sent to PretzelAux, Inc., 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California, 90069-4109, US, Attn: Legal. Pretzel shall send any notice to you at the email address on file associated with your Customer Account, as applicable. If you and Pretzel are unable to resolve any of the claims or disputes described in such notice within 30 days after such notice is received, either party may initiate arbitration proceedings. The form for initiating arbitration is available at www.adr.org, and the party initiating arbitration must both file this form with the AAA and mail a copy of the completed form to the other party at the same addresses as set forth earlier in this paragraph. Any settlement offer made by you or Pretzel shall not be disclosed to the arbitrator. The arbitration hearing shall be held in a mutually agreed location. The arbitrator’s award shall be consistent with this Agreement and final and binding, and judgment shall be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees shall be governed by AAA’s rules.

(iii) Invalidity. With the exception of Section 14(b)(i) above (“Class and Representative Actions Prohibited”), if an arbitrator or court decides that any portion of this Section 14 is invalid or unenforceable, all other portions of this Section 14 shall continue to apply. If an arbitrator or court decides that Section 14(b)(i) is invalid or unenforceable, then the entirety of this Section 14(b) and its subparts shall be null and void, but the rest of this Section 14 shall continue to apply.

(iv) Opt-Out Procedure. If you are a new User, you can opt out of this agreement to arbitrate by mailing a written opt-out notice postmarked no later than 30 days after the date you accept the terms of this Agreement for the first time. The opt-out notice should be mailed to: PretzelAux, Inc., 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California, 90069-4109, US, Attn: Legal. The opt-out notice should state that you are opting out of the agreement to arbitrate in the Pretzel Terms of Use and provide your name, address, phone number, and/or Customer Account information, as applicable, electronic mail address, signature, and date.

(v) Amendments to Agreement to Arbitrate. You and Pretzel agree that if Pretzel amends this agreement to arbitrate in the future, the amendment shall not apply to a claim or dispute filed by either party prior to the effective date of the amendment.

(c) If the agreement to arbitrate does not apply to you, either because you opt-out or as a result of a decision by an arbitrator or court order, you agree that any claim or dispute that has arisen between you and Pretzel will be resolved exclusively by a state or federal court located in Los Angeles, California. You and Pretzel agree to submit to personal jurisdiction of the courts located in Los Angeles, California for purposes hereof.

15. Notices.

(a) Unless otherwise specifically provided elsewhere in the context in which it applies, any notice required or permitted to be given to any party to this Agreement, or any other agreement between you and Pretzel, shall be in writing and shall

(i) if to Pretzel, be either personally delivered by hand, delivered by prepaid courier, or sent by prepaid registered mail to PretzelAux, Inc., 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California, 90069-4109, US, Attn: Legal, and shall be deemed received upon delivery, and

(ii) if to a Customer, be delivered either to the email address specified in connection with that Customer’s Account, or by being posted as a notification to the Customer’s Account.

(b) The address at which notice may be given to Pretzel may be changed by Pretzel by giving you written notice as provided in this Section 15.

16. YouTube API Services and Google Analytics. Pretzel’s API Client uses YouTube API Services and we also use a tool called “Google Analytics”. If you are using our Services, you hereby are agreeing to our Privacy Policy and you certify that you have read and agree to the YouTube Terms of Service, the Google Analytics Terms of Use and the Google Privacy Policy.

17. Force Majeure. Pretzel shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of Pretzel, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.

18. Assignment. You may not assign or transfer any of your rights or obligations under this Agreement, or any other agreement between you and Pretzel, without the prior written consent of Pretzel, which consent Pretzel may withhold in its sole discretion, and any such attempted assignment or transfer without such prior written consent shall be null and void. Pretzel shall have the right to assign or transfer this Agreement at its sole discretion, including in the event of merger, corporate reorganization, sale, or acquisition of all or substantially all of its assets. This Agreement shall be binding on the parties and their respective successors and permitted assigns.

19. Relationship of the Parties. You and Pretzel enter into this Agreement as independent contractors, and neither Pretzel nor you shall be or construed to be a partner, joint venturer, agent, or employee of the other party.

20. General Provisions. This Agreement, the Privacy Policy, and any other agreements between you and Pretzel, constitute the entire agreement between you and Pretzel regarding you access of the Site and use of the Services, operate to the fullest extent permissible by law and supersede all prior and contemporaneous agreements, understandings, proposals, and negotiations of any kind, whether oral or written, with respect to the subject matter hereof and thereof. The failure of Pretzel to exercise or enforce any right or provision shall not operate as a waiver of such right or provision. Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement, the Privacy Policy, or any other agreement between you and Pretzel. No party may create any obligation on behalf of any other party except as expressly set forth herein or in connection with any other agreement between you and Pretzel. If any provision of this Agreement, or any other agreement between you and Pretzel, is declared by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable, such provision shall be severed from the agreement in question, and the other provisions shall remain in full force and effect, and that provision shall, to the fullest extent lawful, be reformed and construed as if such invalid, unlawful, void or unenforceable provision (or part thereof) had never been included herein or therein and to be valid, lawful and enforceable to the maximum extent possible.

END OF PRETZEL TERMS OF USE