Terms of Service

February 25, 2024

PLEASE READ THESE TERMS OF SERVICE [THE “TERMS”] CAREFULLY BECAUSE THEY GOVERN YOUR USE OF THE WEBSITE LOCATED AT WWW.HAPPYMONDAYENT.COM [THE “SITE”], THE PLATFORM ON WHICH THE [“USERS”] THAT HAVE PURCHASED OR OTHERWISE LAWFULLY ACQUIRED ACCESS AND PLAY BACK ASSOCIATED LICENSOR CONTENT VIA THE CONTENT PLAYER AVAILABLE ON THE SITE [“SITE PLAYER”] FOR THE DURATION OF THE RELEASE PERIOD [AS DEFINED BELOW]. [THE “HAPPY MONDAY PLATFORM”]. TO MAKE THESE TERMS EASIER TO READ, THE SITE, OUR SERVICES AND ANY FUTURE APP ARE COLLECTIVELY CALLED THE “SERVICES.” 

HOW HAPPY MONDAY WORKS

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The Site and Releases. HAPPY MONDAY, LLC. [“HAPPY MONDAY”, “we”, “us” or “our”] owns and operates a platform through its site and any associated app and any connected software that allows: artists, creators, distributors, record labels and other licensors [each a “Licensor”, collectively “Licensors”] to upload and make available for online streaming [each a “Release”] that relate to or are associated with sound recordings, audiovisual content and associated artwork [“Licensor Content”] that the Licensor owns or controls; and other users to listen, download and display those Releases and access the associated Licensor Content, subject to the terms and conditions set forth in this agreement and any additional terms provided by the Licensors.

SUBSCRIPTIONS PURCHASED ON THE HAPPY MONDAY PLATFORM ARE GENERALLY NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW. 

1. GOVERNING AGREEMENT

These Terms of Service [“Terms”] constitute a legally binding agreement that governs the relationship between you, whether personally or on behalf an entity [“you”] and HAPPY MONDAY, LLC. [“Company”, “we,” “our,” or “us”, and together with “you”, the “Parties” and each individually, a “Party”]] regarding your access to and use of www.happymondayent.com as well as any other media form, media channel, mobile website or mobile application related, inked, or otherwise connected thereto [collectively, the "Site"]. By using or accessing the Service, you acknowledge that you have read, understood, and agree to be bound by the Terms, which incorporate Company’s Privacy Policy [“Privacy Policy”] by reference. If you are accessing or using the Service on behalf of a business or entity, then [a] “you” and “your” includes you and that business or entity, [b] you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and [c] your business or entity is legally and financially responsible for your access or use of the Service as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.

Users are responsible for periodically viewing the Terms. We reserve the right to modify the Terms and Privacy Policy at any time by posting the amended terms on or within the Site. Your continued use of the Site after a change or update has been made will constitute your agreement to the revised Terms. If you do not accept the Terms, your only remedy is to discontinue your use of the Site and cancel any accounts you have made using the Site.

In the event of a conflict between these Terms or the Privacy Policy and any other Company terms, policy, rule, or code of conduct applicable to specific features of the Services, the specific terms applicable to such features will govern with respect to your use of such features.

These Terms of Service, together with our Privacy Policy, Artist Terms (if applicable), Purchaser Terms (if applicable), and any other terms specifically referred to in any of those documents, all of which are incorporated by reference into these Terms of Use, constitute a legally binding contract between you and Happy Monday in relation to your use of the Site and Services.

If you do not agree to any of the provisions set out in those documents, you should not use the Site and Service. By accessing or using the Site or Service, you represent and warrant that you have read and understood these Terms of Use and Privacy Policy, will abide by them, and that you are either 18 years of age or more, or the applicable age of majority in your jurisdiction, or if you are under 18 years of age or the age of majority in your jurisdiction, you are 16 years of age or more if you reside in the European Union and UK or 13 years of age or more if you reside in the United States, and in all other jurisdictions, you are of the age of digital consent or more, as required by applicable law in your jurisdiction.

2. ADDITIONAL TERMS AND POLICIES 

Your use of the Services is subject to additional terms and policies as may be posted on the Services from time to time and that will include the following

Privacy Policy. Please review our Privacy Policy, which also governs your use of the services, for information on how we collect, use and share information, in order to ensure you understand and are comfortable with our use and disclosure of your personal data.

Certain Risks. Please review our Risks Associated with Limited Digital Assets Acquired on the HAPPY MONDAY Platform for information on risks associated with transacting with limited digital assets on the HAPPY MONDAY Platform. 

Artist Terms and Purchaser Terms. If you are an Artist or Purchaser [as each is defined below], you will be subject to the Artist Terms [defined below] or Purchaser Terms, as applicable. 

3. WHO MAY USE THE SERVICES

The Services are only applicable to users in certain jurisdictions who can use the Services as permitted under applicable law.  The Services are not authorized for use in any jurisdictions where the United States has embargoed goods or has otherwise applied any economic sanctions, including but not limited to Iran, North Korea, Syria, Sudan, and Cuba. Without limitation, you must be at least 18 years of age to use the Services. You may not attempt to access or use the Services if you are not permitted to do so. 

1. Account Creation. For certain features of the Services you’ll need an account. To register an account, you must first successfully complete the sign-up process. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account. You are only allowed to create one account and you agree you won’t share your account with anyone. You also agree that you will not: [i] create another account if we’ve disabled one you previously established, unless you have our prior written consent; [ii] buy, sell or lease access to your account or username, unless you have out prior written consent; [iii] share your account password with anyone; or [iv] log in or try to long in to access the Service through unauthorized third party applications or clients.

2. Account Information. When creating or updating an Account on the Service, you may be required to select a password and provide certain personal information ["Account Information"], such as your e-mail address or payment information. This information will be held and used in accordance with the Privacy Policy and relevant “just-in-time” notices, if any, provided at the point of information collection or use. The following rules govern the security of your Account Information:

   1. You shall not share the Account Information, let anyone else access your Account, or do anything else that might compromise the security of your Account.

   2. If you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Account Information, you must immediately notify us and modify your Account Information;

   3. You are solely responsible for maintaining the confidentiality of the Account Information, and you will be responsible for all uses of the Account Information, including purchases, whether or not authorized by you; and

   4. You are responsible for anything that happens through your Account.

3. Additional Information. HAPPY MONDAY may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering of incomes obtained by criminal means, or for counteracting financing of terrorism. HAPPY MONDAY may also require you to provide additional information and documents in cases where it has reasons to believe that: [i] your account is being used for money laundering or for any other illegal or unauthorized activity; [ii] you have concealed or reported false identification information and other details; or [iii] transactions effected via your account were effected in breach of these Terms. In each such case, HAPPY MONDAY, in its sole discretion, may disable, or terminate, your account until such additional information and documents are reviewed by HAPPY MONDAY and are accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, HAPPY MONDAY may refuse to provide the Services to you. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining accuracy of any record submitted to any tax authority including information derived from the Services. 

4. User Rewards Program: The Site grants Users the opportunity to earn unique rewards by: a] engaging with the platform through plays and activities, and b] generating content that captivates our community, Artists, Licensor, and HAPPY MONDAY. Rewards, curated by Licensor or the Site vary and are not guaranteed for every user. Eligible users will be notified and can redeem rewards using the email or phone number associated with their account.

5. Right to Block Access. We reserve the right, at any time, in cases of suspected fraud or abuse, to block access to the Services from certain IP addresses and unique device identifiers. 

4. ABOUT THE SERVICES

1. Parties. HAPPY MONDAY, LLC. [“HAPPY MONDAY”, “we”, “us” or “our”] provides and operates a platform as part of its Services through its site and any associated app and any connected software that allows: artists, creators, distributors, record labels and other licensors [each a “Licensor”, collectively “Licensors”] to upload and make available for online streaming [each a “Release”] that relate to or are associated with sound recordings, audiovisual content and associated artwork [“Licensor Content”] that the Licensor owns or controls; and other users to listen, download and display those Releases and access the associated Licensor Content.

2. Our Role. The Site is a hosting service and administrative platform that facilitates transactions of Releases between Licensors and other users. HAPPY MONDAY operates and maintains the Site, including the associated tools, functionality and software [such as the Site Player] only. HAPPY MONDAY is not a party to any transaction or agreement between Licensors and other users in relation to the sale and purchase of Releases, including, without limitation, in connection with any associated Access and/or Merchandise.

3. Our Relationship. HAPPY MONDAY IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICE IS AN ADMINISTRATIVE PLATFORM ONLY. HAPPY MONDAY FACILITATES TRANSACTIONS BETWEEN A BUYER AND SELLER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OR BETWEEN ANY USERS. 

4. Terms for Artists.

1. HAPPY MONDAY Fee. We may require payment of a fee for use of certain features of the Services [“HAPPY MONDAY Fee”]. We reserve the right to make any changes in the HAPPY MONDAY Fee, provided that any increase in the HAPPY MONDAY fee will not exceed 10% per annum and will be communicated to you at least 30 days before it comes into effect. 

2. Additional Obligations. By creating an account and making a release available on the Site, you will be subject to additional terms as set forth in the Artist Agreement between you and HAPPY MONDAY [collectively, the “Artist Terms”].

5. Terms for Users. 

1. Release Fee. Buying a Release. If you buy a Release: [i] that transaction is a contract between you and the relevant Licensor; [ii] that Licensor shall be the seller of record in respect of that Release; and [iii] you understand and agree that the Licensor is responsible for all aspects of the sale, provision and delivery of the Release and any associated Access and/or Merchandise. That User does not own the Licensor Content in that Release, but is granted certain rights to use that Licensor Content for the Release Period. Further, for the avoidance of doubt, that User does not own any portion of the musical composition[s] embodied in the sound recording[s] associated with the Release. Usage rights are determined by the relevant Licensor for each Release and may include, for example, the right to stream the audio of the Release via the Site Player or the right to download and listen to the audio of the Release offline.

5. GRANT OF LIMITED LICENSES

Subject to your agreement and continued compliance with the Terms and the Privacy Policy, we hereby grant to you a limited, non-exclusive, non-transferable, and revocable limited right and license to access, use, and create an account [“Account”] with the Service, and to download, install, and use an application or website within the Service on your personal computer or mobile device, as applicable, for commercial and non-commercial personal entertainment use. You agree not to use the Service for any other purpose.

1. License Restriction. The license granted to you and your use of the Service is subject to certain restrictions. Any use of the Service in violation of the following restrictions is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 2.1, and may subject you to liability for violations of law.

6.  ILLEGAL OR ABUSIVE USES

1. You shall not engage in any act that we deem to be in conflict with the spirit or intent of the Service, including, but not limited to, circumventing or manipulating these Terms;

2. You shall not use the Service, intentionally or unintentionally, in connection with any violation of any applicable law or regulation;

3. You shall not use cheats, exploits, automation software, bots, hacks, mods, or any unauthorized third party software designed to modify or interfere with the Service;

4. You shall not use the Service in order to design or assist in the design of cheats, automation software, bots, hacks, mods, or any other unauthorized third party software designed to modify or interfere with the Service;

5. You shall not modify or cause to be modified any files that are a part of the Service in a manner unrelated to the normal, expected user experience;

6. You shall not disrupt, overburden, or aid or assist in the disruption or overburdening of [1] any computer or server used to offer or support the Service or any Company product; or [2] the enjoyment of the Service or any Company product by any other person; 

7. You shall not institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;

8. You shall not duplicate, extract, or record, or attempt to duplicate, extract, or record any content from the Site or any portion of the Service, except through downloading or storing for offline listening in cases where the uploader has authorized downloads or offline listening for the specific content item;

9. You shall not modify, duplicate, publish again, share, display, perform, transfer, distribute, or otherwise utilize any content from the Site or Service, except (i) when the content belongs to you during your use of it, or (ii) as allowed under these Terms and within the guidelines established by the uploader;

10. You shall not use any content (other than your content) in any way that is designed to create a separate content service or that replicates any part of the Site or Service offering;

11. You shall not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any content on the Site or Service;

12. You shall not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Site or Service, including any content appearing therein (other than your content); 

13. You shall not, and shall not permit any third party to duplicate or modify the object code of the Site or Service, or engage in reverse engineering, reverse assembly, decompilation, modification, or attempts to uncover any source or object code of any portion of the Site or Service. Additionally, do not try to bypass or copy any copy protection mechanisms or territorial restrictions, or access any rights management information related to content other than your own;

14. You shall not utilize the Site or service to upload, post, store, transmit, display, copy, distribute, promote, make available, continue to make available, or otherwise share with the public the following: content that violates our Terms, guidelines, or any other terms, content that violates any law, rule, regulation, court order, or is otherwise considered illegal or unlawful by Happy Monday; material containing harmful components like viruses, Trojan horses, spyware, adware, malware, bots, time bombs, worms, or any other malicious software that could disrupt or impair the Site or Service, or interfere with other users' ability to use and enjoy the Site or Service; and unsolicited or unauthorized advertising, promotional messages, spam, or any other form of solicitation;

15. You shall not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation;

16. You must not rent, sell or lease access to the Site or Service, or any content thereon, unless otherwise allowed by the Terms;

17. You shall not deliberately impersonate someone else or misrepresent your association with a person or organization. This includes actions such as creating an account under someone else's name or company, posting messages or comments using another person's identity, or using generative artificial intelligence to imitate voices or appearances without permission;

18. You shall not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person;

19. You shall not violate, evade, or try to evade any data security measures put in place by Happy Monday or any content uploader. Attempting to access data or materials not meant for your use, logging into unauthorized servers or accounts, scanning for vulnerabilities in Happy Monday’s systems, or attempting to disrupt the website or services by hacking, sending viruses, overloading, or crashing are strictly prohibited. Happy Monday reserves the right to investigate and report any such violations to law enforcement authorities for appropriate action;

20. You shall not create any accounts or upload any content with the purpose to impersonate a person or create the impression that the account or content originates from anyone other than the user associated with the account, including using the output of generative artificial intelligence to impersonate a person (including a person’s voice and likeness) without authorization;

21. You shall not create an account with the sole purpose of commercializing any actions taken with that account (including but not limited to plays, likes, followers); and

22. You agree to adhere to the aforementioned conditions throughout your use of the Site and Service. You also acknowledge and consent that Happy Monday reserves the right, at its sole discretion, to terminate your account or implement any other necessary actions if you violate any of these conditions or any other terms outlined in these Terms. Such actions may involve legal recourse and/or reporting of offending users to appropriate authorities.

7. COMMERCIAL ACTIVITY

1. You shall only use your Account for non-commercial purposes;

2. You shall not, in whole or in part, [1] modify or create any derivative work of the Service; or [2] copy, photocopy, reproduce, translate, disassemble, reverse engineer, decompile, or otherwise attempt to derive source code, underlying ideas, algorithms, or structure of any part of the Service;

3. You shall not use your Account to advertise, solicit, or transmit any commercial advertisements;

4. You shall not transmit unauthorized communications through the Service, including chain letters, junk e-mail, repetitive messages, or any materials that promote malware, spyware, or downloadable items;

5. You shall not use the Service or any part thereof for performing in-game services, such as power-leveling and item collection services, in exchange for payment outside the Service;

6. You shall not sublicense, rent, lease, sell, trade, gift, or otherwise transfer your Account or any data associated with your Account to anyone without our written permission; and

7. You shall not access or use an Account or related data that have been sublicensed, rented, leased, sold, traded, gifted, or otherwise transferred from the original Account creator without our written permission;

8. OFFENSIVE OR INFRINGING CONTENT

1. You shall not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive, including hate speech based on race, ethnicity, cultural identity, religious belief, disability, gender, identity, or sexual orientation, as well as terrorist or extremist content, violence, abuse, self-harm, harassment, nudity, pornography, child sexual abuse, or grooming material;

2. You shall not post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content;

3. You shall not attempt to stalk, exploit, threaten, harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person or group, including Company employees and customer service representatives; and

4. You shall not make available through the Service any material or information that infringes any copyright, trademark, patent, confidential information, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person;

9. UNAUTHORIZED USE OR CONNECTION TO THE SERVICE

1. You shall not attempt to gain unauthorized access to the Service, Accounts registered to others, or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by Company;

2. You shall not interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;

3. You shall not use any unauthorized third party software that accesses, intercepts, mines, or otherwise collects information from or through the Service or that is in transit from or to the Service, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Service to store information about Company game characters, elements, or environment. We may, at our sole and absolute discretion, allow the use of certain third party user interfaces;

4. You shall not intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server, or the Service, whether through the use of a network analyzer, packet sniffer, or other device;

5. You shall not make any automated use of the system, or take any action that imposes or may impose [in our sole discretion] an unreasonable or disproportionately large load on our infrastructure;

6. You shall not bypass any measures we employ to restrict access to the service or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Service, or harvest or manipulate data; and

7. You shall not use, facilitate, create, or maintain any unauthorized connection to the Service, including without limitation [1] any connection to any unauthorized server that emulates or attempts to emulate any part of the Service; or [2] any connection using programs, tools, or software not expressly approved by us;

8. You shall not provide your password, stream key, access code, or Account to any other person or use any other person’s password, stream key, access code, or Account for any reason, including, but without limitation, to share access to performances and/or to grant performance access to other content creators. Without limiting any other remedies, we may immediately limit, suspend, terminate, modify, or delete your Account or access to the Service [or any portion thereof] at any time if we have reason to suspect you are failing to comply with any of the Terms, with or without notice to you. If we terminate your Account, you may lose your username as well as any benefits, privileges, earned and purchased items, or any other content associated with your Account, and we are under no obligation to compensate you for any such losses.

10. IMPROPER USE

1. You shall not create an Account or access the Service if you are under the age of 13;

2. You shall monitor your Account to ensure that no children under the age of 18 use or access the Service through your Account. You accept full responsibility for any unauthorized use of the Service by minors in connection with your Account, including any purchases made by minors;

3. You shall not create an Account or use the Service if you are a convicted sex offender; and

4. You shall not use the Service if you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department's list of Specially Designated Nationals.

5. If you are under age 18, you may only use the Service with the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.

11. SUSPENSION AND TERMINATION OF ACCOUNT AND SERVICE

You have the right to terminate or cancel your Account at any time by contacting support at www.happymondayent.com or info@happymondayent.com.

Without limiting any other remedies, we may limit, suspend, terminate, modify, or delete your Account or access to the Service [or any portion thereof] at any time if we have reason to suspect you are failing to comply with any of the Terms, with or without notice to you. If we terminate your Account, you may lose your username as well as any benefits, privileges, earned and purchased items, or any other content associated with your Account, and we are under no obligation to compensate you for any such losses or results.

In the event of termination, no online content or credits will be provided to you or reimbursed, and you will have no further access to your Account or anything within the Service associated with it [including all in-game virtual currency or in-game items or points]. Under no circumstances shall we be responsible for storing any such Account and other information following suspension, termination, modification, or deletion of your Account or access to the Service.

We reserve the right to stop offering and/or supporting the Service or part of the Service at any time either permanently or temporarily, at which point your license to use the Service or a part thereof will be automatically terminated or suspended. In such event, we shall not be required to provide refunds, benefits, or other compensation to users in connection with such discontinued elements of the Service.

12. OWNERSHIP / INTELLECTUAL PROPERTY

1. Posting Content. Our Services may allow you to store or share content such as text [in posts or communications with others], files, links, documents, graphics, images, music, software, audio and video. Anything [other than Feedback] that you post or otherwise make available through the Site is referred to as “User Content”. HAPPY MONDAY does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. Any User Content you post to the Site will be considered non-confidential and non-proprietary. You are responsible for your content. You understand and agree that you are responsible for any User Content you submit or contribute to the Site, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user. Notwithstanding the foregoing, you are prohibited from uploading, storing, distributing, sending, transmitting, displaying, performing, making available, continuing to make available, or otherwise publicly communicating any content for which you do not possess the necessary rights. Unauthorized use of copyrighted works within your content, whether initially or later deemed unauthorized, may constitute a violation of third-party rights and is strictly prohibited. Such violations may lead to termination of your access to the Site and/or Service. Any civil litigation or criminal prosecution would be handled by the relevant rights holder and not by HAPPY MONDAY. It's important to note that not all unauthorized uses of copyrighted works constitute infringement. Copyright exceptions exist under various legal systems and can be utilized by users on the Site or Service. In the EU, users may rely on exceptions such as quotation, criticism, review, and use for the purpose of caricature, parody, or pastiche. Periodically, we may solicit or provide avenues for you to submit feedback about the Site or Service. In such cases, any feedback you provide will be considered non-confidential, and Happy Monday retains the right, though not the obligation, to use such feedback without restrictions.

2. Accounts. You acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to the Account are and shall be owned solely and exclusively by Company. We reserve the right to remove or reclaim any usernames at any time and for any reason.

3. Permissions to Your User Content. By making any User Content available through the Services you hereby grant to HAPPY MONDAY a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services. 

13. Subscription, Payment Method, and Terms

Certain features of the Platform are only available to registered users who subscribe to an Artist on the Site or Service (“Subscriptions”). HAPPY MONDAY reserves the right to limit the availability of subscriptions to specific jurisdictions as may be determined by HAPPY MONDAY in its sole discretion from time to time.

HAPPY MONDAY reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Site or Service, including the Subscriptions, or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, HAPPY MONDAY shall use its reasonable endeavors to notify registered users of such decision in advance. 

You hereby agree that HAPPY MONDAY and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website, Apps and/or any Services that HAPPY MONDAY may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories. 

HAPPY MONDAY may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of its Subscriptions from time to time. In the event of any increase in the price or material reduction in the features of any Subscription which you have purchased, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription. In all other cases, where HAPPY MONDAY proposes to make changes to any type of Subscription you have purchased, and these changes are material and to your disadvantage, HAPPY MONDAY will notify you of the proposed changes by sending a message to your HAPPY MONDAY account and/or an email to the then current email address that we have for your account, at least four (4) weeks in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such four (4) week period, your continued use of your account after the end of that four (4) week period will constitute your acceptance of the changes to your Subscription.

Subscriptions will run from month to month, and will renew automatically at the end of each monthly period, unless you cancel your Subscription before the applicable date of renewal. Payment for the next monthly period will be taken at the applicable date of renewal. The Subscription amount is determined by the licensor, and will be no less than $1/mo and is subject to change based on the applicable licensor with the same terms as the previous paragraph.

You may cancel your Subscription at any time. Once you do so, you will still have access to the Site and Subscription Services until the next payment cycle and once that occurs, you will lose all access to the Services included in the Subscription such as the site player, exclusive content, etc. once your subscription runs out.

You understand that the Service lists your available payment methods. We accept payment through major credit cards, certain debit cards, PayPal, and/or such other payment methods we may make available to you from time-to-time through our site [“Payment Methods”]. You are subject to all terms and conditions of the Payment Method you choose. By submitting an order through the Service, you represent and warrant that you are authorized to use the designated Payment Method and authorize us or our designated payment processor, to charge the Payment Method you specify for the purchase amount, including all taxes and fees. All payments are to be made in United States Dollars, except where other currencies are offered via the Payment Methods made available.

PLEASE NOTE: Our payment processing partners may request that you provide certain personal data [e.g., a valid government-issued ID, your legal name, address, and date of birth] for the purpose of making payment through its financial institutions and complying with applicable international, national, federal, state, and local laws and regulations. They may also communicate directly with you regarding any issues with a payment.

If a purchase has been declined online due to issues with your Payment Method, we will notify you and provide you with an opportunity to correct the issue before suspending or canceling your order. You are responsible for resolving any problem we encounter in order to proceed with your purchase. If the transaction is not accepted online, please contact customer support via the email address made available to you in connection with the purchase. 

We may impose an additional transaction fee based on transactions associated with the Service, including a transaction fee applied to purchases from third parties. Such transaction fee will be disclosed to you prior to your consummation of the relevant transaction.

You understand and agree that HAPPY MONDAY may utilize Affiliated Parties as well as any designated subcontractor, vendor, or third party, which may change from time to time with reasonable notice to you, including Stripe, Inc. d/b/a Stripe as a checkout service that allows users to purchase Releases, Stripe, Inc. for payment processing, the Site operates on [each and collectively, a “Subcontractor”] to render services and carry out its obligations hereunder.

These Terms of Use hereby incorporate each Subcontractor’s respective terms of service, privacy policies, and community guidelines [collectively, the “Subcontractor Terms”, which may change from time to time without notice]. Your use of the Services is at all times subject to the Subcontractor Terms as well as HAPPY MONDAY’s privacy policy, copyright guidance and any community guidelines [collectively, the “HAPPY MONDAY Additional Terms”]. If there is any conflict between these Terms of Use, the Subcontractor Terms, and the HAPPY MONDAY Additional Terms, the order of precedence shall be: first the terms of these Terms of Use, then the terms of the HAPPY MONDAY Additional Terms, and then the Subcontractor Terms. 

14. USER CONTENT AND INTERACTIONS

1. User Content. "User Content" means any content that you or other Users upload, post, perform or transmit to or through the Service [collectively, "Post"] including, without limitation, photographs, text, sound recordings, live video streaming and video conferences, musical works, or audiovisual works, and any other works subject to protection under the laws of the United States or any other jurisdiction, including, without limitation, patent, trademark, trade secret, and copyright laws. For clarity, User Content excludes any and all Company Content. You may Post User Content and otherwise use and enjoy its various functionalities, subject to these Terms. 

2. License to Company. You hereby grant us, its subsidiaries, affiliates, successors, and assigns, and each of their respective employees, agents, directors, officers, shareholders, subcontractors, licensees, and assigns [collectively, the “Affiliated Parties”], an unrestricted, assignable, sublicensable, royalty-free worldwide license to exploit and use ["Use"] the User Content you Post by any means, for the purposes of: [i] advertising, marketing, and promoting Company and the Service; [ii] displaying and sharing your User Content; and [iii] providing the Service as authorized by these Terms. You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of your User Content. Any User Content posted by you or otherwise transmitted to us will be considered non-confidential and non-proprietary, and treated as such by us, and may be used by us in accordance with these Terms without notice to you and without any liability to Company. To the greatest extent permitted by law and subject to our Privacy Policy, the license granted in this section is irrevocable. Your license to us grants us the right to reproduce, distribute, publicly display, publicly perform, make available, create derivative works from, and otherwise Use any or all of your User Content. For the avoidance of doubt, the rights granted in this section include, but are not limited to, the right to reproduce sound recordings [and make mechanical reproductions of the musical works embodied in such sound recordings] and publicly perform and communicate sound recordings [and the musical works embodied therein] to the public, all on a royalty-free basis. This means that you are granting us the right to Use your User Content without the obligation to pay royalties to any third party. You further grant us the non-exclusive, worldwide, perpetual, irrevocable, royalty-free right and license to synchronize your User Content in connection with the Service. In consideration of the provision of the Service to you, you hereby unconditionally and irrevocably waive any moral rights in or to your User Content and all rights to object to derogatory treatment of the User Content which you may now or at any time in the future be entitled under European Union ["EU"] law, the law of the constituent member states of the EU, and all rights of the same or similar effect or nature in any part of the world in favor of Company, its assignees, licensees, designees and successors-in-title.

15. ENFORCEMENT RIGHTS

As part of your license to us, you give us the right to enforce any copyrights you possess in your User Content against any third parties who copy, reproduce, distribute, publicly display, communicate to the public, publicly perform [including by means of digital audio transmissions and on a through-to-the-audience basis], make available, create derivative works from, retransmit from external websites, or otherwise exploit and use, the User Content without our consent, including by using the Service or otherwise downloading your User Content off of the application or website.

16.  YOU MUST HAVE RIGHTS TO THE CONTENT YOU POST

By posting User Content (defined as any content that you submit, post, or transmit to or through the Service, including but not limited to text, images, videos, and sound recordings), you represent and warrant that you own or are fully authorized to grant the license set forth in these Terms in all elements of the User Content. For example, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post such sound recordings unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the license to us under these Terms.  FURTHER, IF YOU PERFORM RECORDINGS OF MUSICAL WORKS [I.E., SOUND RECORDINGS] YOU MUST HAVE ALL NECESSARY RIGHTS, AUTHORIZATIONS AND PERMISSIONS IN AND TO ANY SUCH SOUND RECORDINGS, WHETHER OR NOT CREATED BY YOU. IF YOU ARE AN ARTIST AND POST YOUR PRE-RECORDED CONCERTS TO OUR SERVICE, YOU REPRESENT AND WARRANT THAT YOU HAVE CLEARED THE PUBLISHING RIGHTS AND HAVE OBTAINED PERMISSION FROM YOUR RECORD LABEL TO DO SO. You further represent and warrant that: [i] the Posting and Use of your User Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any party; [ii] the Posting and Use of your User Content will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts, or provide any attribution to any third parties; and [iii] the Posting and use of your User Content does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person or entity as a result of User Content you Post.

1. Specific Rules for Musical Works and for Recording Artists. 

If you are a composer or author of a musical work and are affiliated with a performing rights organization ["PRO"], then you must notify your PRO of the royalty-free license you grant to us through these Terms. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license set forth in these Terms or have such music publisher enter into this Agreement with us. Just because you authored a musical work [e.g., wrote a song] does not mean you have the right to grant us the license in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label.

17. THROUGH-TO-THE-AUDIENCE RIGHTS 

All of the rights you grant in this Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of external websites will not have any separate liability to you or any other third party for User Content posted or Used on such external websites via the Service.

18. WAIVER OF RIGHTS TO USER CONTENT 

By posting User Content, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any similar rights in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain, or permit any action based on any moral rights that you may have in any User Content you Post.

19. OBJECTIONABLE CONTENT 

You agree not to Post any User Content that could be interpreted in our sole discretion to be [i] abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, or vulgar, [ii] in violation of any applicable laws, [iii] putting other Users’ data privacy and security at risk; [iv] promoting any product, good or service; [v] promoting bigotry, discrimination, hatred, intolerance, or racism; or [vi] inciting violence [collectively, "Objectionable Content"]. The Posting of any Objectionable Content may subject you to third-party claims and none of the rights granted to you in these Terms may be raised as a defense against any third-party claims arising from your Posting of Objectionable Content. Company in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content, including, without limitation, warning the User, suspending or terminating the User’s Account, removing all of the User’s User Content, and/or reporting the User to law enforcement authorities, either directly or indirectly.

20. SCREENING CONTENT

We do not pre-screen any User Content, but reserve the right to remove or delete any User Content in our sole discretion. In addition, we have the right—but not the obligation—in our sole discretion to remove or delete any User Content: [i] that we consider, in our sole discretion, to violate these Terms or applicable laws; [ii] that we consider to be Objectionable Content; or [iii] in response to complaints from other Users, licensors of any Company content, or rights holders related to the User Content, with or without notice and without any liability from us to you. We also have the right—but not the obligation—to take remedial action in connection with any Objectionable Content posted. We recommend that you save copies of any User Content that you Post on your personal device[s] to the extent you want to ensure permanent access to copies of such User Content. 

21. USER CONTENT POSTED BY OTHERS

Although we reserve the right to review or remove any User Content, we do not review all User Content, and we take no responsibility for the User Content that appears on the Service. User Content is the sole responsibility of the person or entity that Posts the User Content. As reflected in these Terms, we have no tolerance for Objectionable Content, and we do not want our Service put to any improper use, but we cannot guarantee that all User Content will always conform to these Terms. If you encounter any Objectionable Content on the Service, please immediately contact Company support here. We provide you with the ability to report Objectionable Content as a courtesy, and we have no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to us.

22. NO LIABILITY FOR THIRD PARTIES

For the avoidance of doubt, we will not be liable for any use or misuse of User Content by any User or any other third party.

Happy Monday may grant you access to third-party websites, databases, networks, servers, software, programs, systems, directories, applications, products, or services, including but not limited to linked services (referred to hereafter as "External Services").

Happy Monday lacks control over External Services and cannot be held responsible for their content, functionality, or us Happy Monday neither represents nor warrants, either explicitly or implicitly, the legality, accuracy, quality, or authenticity of the content, information, or services provided by External Services, by linking to them or otherwise granting access.

External Services might maintain their own terms of use and/or privacy policies, which may differ from those of Happy Monday. It is your sole responsibility to examine any terms of use, privacy policy, or other regulations governing your utilization of these External Services, which you access at your own risk. It is recommended that you conduct reasonable inquiries and investigations before engaging in any transactions, whether financial or otherwise, online or offline, with any third parties related to External Services.

Happy Monday acts as a passive conduit and/or host for the uploading, storage, and distribution of content and other information, storing it at the direction, request, and with the authorization of its users. Happy Monday reserves the right to remove or block access to any content that is illegal or violates the terms of service. Happy Monday operates without knowledge of or control over your content. You bear full responsibility for all content you upload, post, or distribute on or through the Site or Service, and within the limits allowed by law, Happy Monday disclaims liability for all content (including your content) and user activities related to it.

Happy Monday does not actively review user-uploaded content, and neither Happy Monday nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, and shareholders have an obligation to monitor the Site or Service. However, Happy Monday reserves the right to moderate content in its sole discretion.

Happy Monday and its related entities disclaim any liability, to the fullest extent permitted by law, for content on the Site and Service. This includes claims for intellectual property rights infringement, violations of privacy or publicity rights, publication of abusive, defamatory, pornographic, or obscene material, or inaccuracies in user-provided information. By using the Site or Service, you waive any right to assert such claims against Happy Monday or its affiliates, successors, assigns, employees, agents, directors, officers, or shareholders.

23. FEEDBACK 

If you choose to provide us with input or suggestions regarding problems with or proposed modifications, enhancements or improvements to the Service ["Feedback"], including but not limited to any Feedback you provide if we invite you to participate in new product functionality testing, then you hereby grant to us a perpetual, irrevocable, non-exclusive, fully-paid, and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you

24. THIRD PARTY SITES

The Service may contain [or may send you through or to] links to non-Company websites, applications, and/or software [“Third Party Sites”]. We are not responsible for such Third-Party Sites or for any content posted on, available through, or installed from such Third-Party Sites, Inclusion of, linking to, or permitting the use or installation of such Third-Party Sites does not imply approval or endorsement thereof by us. We shall have no responsibility or liability whatsoever for any Third-Party Sites accessed through use of the Service. Your use and interaction with Third Party Sites may be subject to separate terms and conditions of such Third-Party Site. You are solely responsible for compliance with any terms and conditions that apply to Third Party Sites.

25. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT THE USE OF ANY PART OF THE SERVICE IS SOLELY AT YOUR RISK. THE SERVICE AND ANY THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. HAPPY MONDAY PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. HAPPY MONDAY SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM ANY INTERRUPTION OR UNAVAILABILITY OF THE SERVICE FOR ANY REASON.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF CONTENT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: [I] USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; [II] SERVER FAILURE OR DATA LOSS; [III] CORRUPTED FILES; [IV] UNAUTHORIZED ACCESS TO APPLICATIONS; OR [V] ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR ASSETS.

YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON HAPPY MONDAY. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, HAPPY MONDAY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE HAPPY MONDAY PLATFORM. 

HAPPY MONDAY is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software, blockchains, or any other features of Releases. HAPPY MONDAY is not responsible for sustained losses due to late reports by developers or representatives [or no report at all] of any issues with the Site supporting Releases including forks, technical node issues or any other issues having fund losses as a result.

26. ASSUMPTION OF RISK. You accept and acknowledge: 

1. Fluctuations in the price of other digital assets could materially and adversely affect Releases, which may also be subject to significant price volatility.

2. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Releases.

3. Releases are not legal tender and are not backed by any government.

4. Transactions in Releases may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

5. The risk of encountering counterfeit or mislabeled content within the platform. which could include content generated by AI. 

6. The nature of a Release may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by the platform storing the Release may prevent the access to or use of your digital assets.

7. Changes to third party sites may create a risk that your access to and use of the Site will suffer.

8. The risk of data breaches or leaks that could expose personal information.

You agree and understand that you access and use the Site at your own risk; however, this brief statement does not disclose all of the risks associated with Releases and other digital assets. You agree and understand that HAPPY MONDAY will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Releases, however caused.

27. LIMITATIONS OF LIABILITIES

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH HAPPY MONDAY OR ITS LICENSORS IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL COMPANY, ITS LICENSORS, OR ITS AFFILIATES BE LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION, OR CONTENT ON THE SERVICE OR USE OF THE APPLICATION. MOREOVER, IN NO CASE SHALL COMPANY’S OR ITS LICENSORS', AFFILIATES’, EMPLOYEES', OFFICERS', OR DIRECTORS' [COLLECTIVELY, "COMPANY AFFILIATES"] LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO COMPANY FOR THE SERVICE. FURTHERMORE, IN NO CASE SHALL COMPANY OR COMPANY AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES [INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSS] ARISING FROM YOUR USE OF THE SERVICE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR MEMBERSHIP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT COMPANY OR ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, COMPANY AND THEIR AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. COMPANY DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

28. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Company and its licensors, affiliates, employees, officers, directors, contractors, agents, and third party partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of the subject claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. The obligations set forth herein shall survive termination of these Terms.

29. DISPUTE RESOLUTION

If you are a resident of the United States, these Terms and any dispute arising out of or related to it or the Service shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in San Francisco County, California, except as otherwise agreed by the parties or as described in the arbitration option paragraph below. You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.

You are solely responsible for your interactions with other users of the Service. If you have a dispute with one or more users of the Service, you release us [and its licensors, affiliates, employees, officers, directors, contractors, agents, and third party partners] from claims, demands, and damages of every kind and nature, known or unknown, arising out of or in connection with such disputes. If you are a California resident, you waive the rights afforded to you under California Civil Code §1542.

30. ARBITRATION

For any claim [excluding claims for injunctive or other equitable relief] where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, such dispute shall be finally settled in Los Angeles County, California using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. then in effect. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable arbitration rules. The arbitrator’s decision shall be final and legally binding, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

31. SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

32. GENERAL PROVISIONS

These Terms, any supplemental policies, and any documents expressly incorporated by reference herein contain the entire understanding of you and Company, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy, or precedent, between you and us with respect to the Service.

No failure or delay by the Company in exercising any right, power or privilege under these Terms and the Privacy Policy will operate as a waiver thereof, nor will any single or partial exercise by the Company of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms and the Privacy Policy.

Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by us shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Company.

You agree that your remedies for any breaches of this Agreement by the Company will be limited to an action for damages and not for injunctive or other equitable relief, except that the Company is not precluded from seeking injunctive or other equitable relief in cases of actual or threatened infringement, misappropriation or violation of the Company's intellectual property rights.

Happy Monday may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Happy Monday. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Happy Monday. These Terms are not intended to give rights to anyone except you and Happy Monday. This does not affect our right to transfer our rights or obligations to a third party as described in the Assignment to Third Parties section.

These Terms, together with the Privacy Policy, and any other terms, exhibits, attachments, and schedules attached thereto and disclosed to you, constitute the entire agreement between you and Happy Monday with respect to your use of the Site and Service, and supersede any prior agreement between you and Happy Monday. Any modifications to this Agreement must be made in writing.

33. COPYRIGHT DISPUTE POLICY

We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA [posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf]. The address of our Designated Agent to Receive Notification of Claimed Infringement [“Designated Agent”] is listed at the end of this section. It is our policy to [1] block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and [2] remove and discontinue service to repeat offenders.

1. Procedure for Reporting Copyright Infringements:
   If you believe that material or content residing on or accessible through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

2. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

3. Identification of works or materials being infringed;

4. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;

5. Contact information about the notifier including address, telephone number and, if available, email address;

6. A statement that the notifier has a good faith belief that the material identified in [3] is not authorized by the copyright owner, its agent, or the law; and

7. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

   1. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:
      It is our policy:

      1. to remove or disable access to the infringing material;

      2. to notify the content provider, member or user that it has removed or disabled access to the material; and

      3. that repeat offenders will have the infringing material removed from the system and we will terminate such content provider’s, member’s, or user’s access to the Services.

1. Procedure to Supply a Counter-Notice to the Designated Agent:

   1. If the content provider, member, or user believes that the material that was removed [or to which access was disabled] is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:

      1. A physical or electronic signature of the content provider, member or user;

      2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

      3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

      4. Content provider’s, member’s, or user’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s, or user’s address is located, or, if the content provider’s, member’s, or user’s address is located outside the United States, for any judicial district in which we are located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

Please contact our Designated Agent at the following address:

info@happymondayent.com

Repeat Infringers

We will promptly terminate without notice any user's access to our service if that user is determined by us to be a repeat infringer. 

34. ADDITIONAL LICENSOR TERMS APPENDIX

If you are a Licensor, you agree to the terms set out in this Additional Licensor Terms Appendix [“Appendix”] in addition to the terms set out in the main body of these Terms of Use to which this Appendix is attached and incorporated.

1. Licensor Role. Licensor acknowledges and agrees that: [i] the sale of a Release is a contract between Licensor and another user of the Site; [ii] Licensor shall be the seller of record in respect of such Release; and [iii] Licensor shall be responsible for all aspects of the sale, provision and delivery of the Release and any associated Access and Merchandise in accordance with the provisions of these Terms of Use.

2. Content. You shall upload to the Site using the tools we make available the Licensor Content associated with Releases that you wish to sell via the Site from time to time. You understand and agree that you are responsible for any Licensor Content you submit or contribute to the Site, including its legality, reliability, accuracy, and appropriateness. We reserve the right, in our sole discretion, to prohibit you from uploading Licensor Content or to remove or disable Licensor Content from the Site in our sole discretion without notice.

35. REVENUE SHARE

In consideration for HAPPY MONDAY’s obligations and provision of the Site, HAPPY MONDAY shall be entitled to retain Twenty Percent [20%] of Gross Revenue [as defined below] [the “HAPPY MONDAY Revenue Share”].

1. After deduction of the HAPPY MONDAY Revenue Share, HAPPY MONDAY shall pay Licensor an all-in music rights fee equal to Eighty Percent [80%] of Net Revenue [as defined below] [the “Music Rights Share”], and HAPPY MONDAY shall pay Artist [as defined below] an all-in artist-direct fee equal to Eighty Percent [80%] of Net Revenue [“Artist Share”]. It is hereby agreed that it is HAPPY MONDAY’s policy that no less than Eighty Percent [80%] of Net Revenue be paid directly to the Artist and that, in the HAPPY MONDAY Licensor is a distributor, record label or other licensor which is not the Artist, Licensor hereby represents and warrants that: [i] the Artist Share shall be retained solely by the Artist for their sole account notwithstanding any unrecouped position between Artist and Licensor; and [ii] Licensor agrees not to do or omit to do anything that would have the effect of reducing any monies payable to Artist or preventing Artist from receiving and retaining the Artist Share. “Artist” shall mean the recording artist, or group of recording artists, featured in the sound recording[s] associated with the Release; provided that, in the event Licensor is also the recording artist[s] featured in the sound recording[s] associated with the Release, then each reference in this section 35 to Artist shall be deemed to refer to Licensor.

2. “Gross Revenue” means all sums actually received by HAPPY MONDAY in respect of each sale of a Release that includes your Licensor Content. “Net Revenue” means Gross Revenue less: [a] the HAPPY MONDAY Revenue Share; [b] any taxes HAPPY MONDAY is legally required to collect, withhold or pay, including, without limitation, transaction taxes and other taxes applicable to the sale of Releases; [c] bona fide and properly authorized refunds to Users; [d] any sales agent and any third party commissions and fees [including all platform and app store fees and commissions and fees]; [e] any fees, royalties and/or other costs associated with or arising from acquiring licenses from applicable collective management organizations in respect of public performances of musical compositions occurring on the Site [it being agreed that HAPPY MONDAY shall treat Licensor in a non-discriminatory manner in connection with its calculation and deduction of such fees or costs as compared with similarly-situated licensors]; and [f] any direct third party costs associated with the hosting, marketing and advertising of the Release[s] by HAPPY MONDAY. HAPPY MONDAY may deduct from the Music Rights Share any fees or royalties that HAPPY MONDAY pays to rights holders in connection with the Licensor Content. Notwithstanding the foregoing, in the HAPPY MONDAY Licensor is party to a separate agreement with HAPPY MONDAY whereby a revenue share is payable in connection with a Release that includes your Licensor Content [a “Separate Agreement”], then Licensor acknowledges and agrees that the higher of the revenue share payable to Licensor and/or Artist under such Separate Agreement and the Music Rights Share and Artist Share set forth in these Terms of Use shall be paid to Licensor and/or Artist. 

3. HAPPY MONDAY will pay the Music Rights Share to Licensor and the Artist Share to Artist in the Licensor’s and Artist’s native currency, monthly, via Stripe, less any applicable currency conversion fees. In the event of a delay in payment, HAPPY MONDAY will pay a late fee of [insert percentage] per month on the outstanding amount. Licensor and Artist may view real-time reporting via their Licensor or Artist account, as applicable.

4. The fees payable under these Terms of Use shall comprise the full and total remuneration that shall be paid to Licensor and any other contributor[s], distributors, record labels, music publishers or any other third parties in respect of such Releases [including Artist] and that such fees constitute full, fair, appropriate, proportionate and equitable compensation for: [i] the performance by Licensor of their obligations under these Terms of Use; and [ii] the Grant of Rights below. Neither Licensor nor any other contributor[s] shall receive remuneration for any plays, streams or other use of Releases that takes place after the initial sale of the relevant Release.

5. Notwithstanding that it is Licensor’s sole responsibility to obtain and pay for any and all third party rights, permissions, licenses and authorizations in respect of Releases containing Licensor Content [including, without limitation, from any rightsholders controlling rights to musical compositions and/or sound recordings embodied in Licensor Content], without limiting our rights and remedies, we shall be entitled to [but not obliged] to obtain any such permissions, licenses and/or authorizations directly from such rightsholders and to deduct from the Music Rights Share any and all costs, fees, royalties and expenses arising therefrom. HAPPY MONDAY shall treat Licensor in a non-discriminatory manner as compared with similarly-situated licensors in connection with the calculation and deduction of costs associated with direct permissions, licenses and/or authorizations acquired by HAPPY MONDAY [if any].

6. Licensor is solely responsible for determining what, if any, taxes apply to your sale of Releases and for complying with all applicable tax laws. Neither HAPPY MONDAY nor any Affiliated Party is responsible for determining the taxes that apply to your sale of Releases. Licensor shall indemnify and hold harmless HAPPY MONDAY and any Affiliated Party from and against any and all tax liabilities, penalties, fines, or expenses arising from the sale of Releases.

36. LICENSOR OBLIGATIONS

Licensor shall prepare and submit to HAPPY MONDAY for inclusion on the Site a full written description [“Description”] of any Access or Merchandise that the Licensor wishes to offer in connection with Releases, including any applicable artwork or other Licensor Content, all relevant dates and timelines, and the terms on which Access or Merchandise of limited availability is allocated among Users of the relevant Release [“Licensor Access and Merchandise Terms”].

1. Licensor must:

   1. Prepare and upload the Licensor Access Terms to the Site using the tools we make available; and manage the apportioning, performance and delivery of Access or Merchandise between Users, unless HAPPY MONDAY and Licensor have agreed in writing in advance that HAPPY MONDAY shall be responsible for fulfillment and production of the relevant Access. HAPPY MONDAY shall comply with all applicable laws and regulations in the fulfillment and production of the Access and Licensor shall indemnify and hold harmless HAPPY MONDAY from and against any and all liabilities, penalties, fines, or expenses arising from any breach of such laws or regulations. when such Licensor Access Terms are made available on the Site by HAPPY MONDAY and the Access or Merchandise are apportioned, performed and delivered to Users by Licensor.

   2. Licensor shall be fully and solely responsible for fulfilling all aspects of any and all Access and Merchandise associated with a Release, including any experiences such as early access to music, exclusive content, virtual events, giveaways,  [“Experiential Components”] in strict accordance with the Descriptions. In the event of any failure to fulfill the Access or Merchandise or any non-compliance with the Descriptions, Licensor shall pay to HAPPY MONDAY a penalty of [insert amount] for each instance of non-compliance and shall indemnify and hold harmless HAPPY MONDAY from and against any and all liabilities, penalties, fines, or expenses arising from such non-compliance. [including the commissioning, manufacture, quality control, regulatory compliance, and distribution of any Merchandise and the procurement, performance and delivery of any and all concert tickets, VIP experiences, and all related and necessary cooperation and communication with venues, agents, ticketing companies, providers of any travel or lodging products or services, providers of any food service or catering products or services, payments or contributions to unions, guilds, and any and all other costs and expenses incurred or expended in connection with Licensor’s obligation to provide each Experiential Component, it being acknowledged that each Release containing an Experiential Component will be capable of, subject to the terms and conditions of such Release and the nature of such Experiential Component[s], transfer by each subsequent User of each such Release, such that a different holder of an Release may exist with respect to one or more Experiential Components of such Release].

   3. Licensor is responsible for any prize promotions that Licensor operates or provides via the Services. Prize promotions must comply with, must not put HAPPY MONDAY in breach of, and must not risk putting HAPPY MONDAY in breach of, applicable law [including all applicable gambling laws]. Licensors must draft and provide to HAPPY MONDAY appropriate and legally compliant terms in respect of any prize promotion they operate or provide via the Services, which must include a provision that releases HAPPY MONDAY from any liability in respect of such prize promotion. In the event of any failure to comply with the applicable laws or provide legally compliant terms, Licensor shall indemnify and hold harmless HAPPY MONDAY from and against any and all liabilities, penalties, fines, or expenses arising from such non-compliance.

37. LICENSOR SHALL

1. Be responsible for the accuracy and content of the Licensor Content and Descriptions; not breach or circumvent any laws, regulations, third-party rights or HAPPY MONDAY’s systems, services, policies, or determinations of your account status; not upload, share or post false, inaccurate, misleading, deceptive, defamatory, or libelous Licensor Content or Descriptions to the Site; not infringe the copyright, trademark, patent, publicity, moral, database, or other intellectual property rights [collectively, “Intellectual Property Rights”] of HAPPY MONDAY or any other person; not upload, store, distribute, send, transmit, display, perform, make available, or otherwise communicate to the public anything to which Licensor does not hold the necessary rights; ensure that the Release Period is not less than 30 days and is clearly communicated to all users; and refund the purchase price of a Release to applicable Users of such Release if: [i] such Release infringes the rights [including Intellectual Property Rights] of any third party;  [ii] Licensor fails to perform any of its obligations in respect of such Release, including Licensor’s obligation to fulfill any Access associated with such Release; or [iii] HAPPY MONDAY requests that you do so for customer relations purposes in response to a complaint. Notwithstanding the foregoing and without limiting HAPPY MONDAY’s rights and remedies, HAPPY MONDAY shall have the right [but not the obligation] to make any such refund[s] on your behalf [and you hereby authorize us to do so] and deduct any such amounts from any fees or monies that we may from time to time owe to you. If the fees or monies owed are not sufficient to cover the refund, Licensor shall promptly reimburse HAPPY MONDAY for the shortfall.

2. We reserve the right, in our sole discretion, to prohibit you from uploading Licensor Content. Although we are not required to monitor any Licensor Content, in our sole discretion we may remove Licensor Content that violates these Terms of Use without notice. HAPPY MONDAY may, in its sole discretion, monitor Licensor Content to detect and prevent fraudulent activity or violation of these Terms of Use. 

3. If you wish to close your Licensor account or terminate this Agreement, you must send a written request with not less than 30 days’ notice to info@happymonday.com. We will implement such request, provided that you have: [i] fulfilled all Access and other obligations associated with your Releases; or [ii] refunded the purchase price of all Releases in respect of which you have not yet provided the relevant Access. The obligations above are the “Licensor Obligations”.

37. LICENSOR GRANT OF RIGHTS

In addition to the Grant of Rights above, You grant to HAPPY MONDAY and the Affiliated Parties the irrevocable, worldwide, royalty-free, fully paid up right and license [inclusive of the ability to sublicense on the terms provided herein] to do the following, as well as all ancillary and related services thereto:

1. Use, reproduce, adapt, modify, create derivative works from, and extract your Licensor Content to create, remix, and produce Releases and short preview versions of Releases, via third parties HAPPY MONDAY engages with such as music producers or through Happy Monday’s proprietary software and AI technology, for as long as you have an active Licensor account with HAPPY MONDAY [“Preview Content”]; use your name, image, voice, performance, likeness and/or biographical material for marketing or promotional purposes relating to the Site, including to promote [i] the Site; [ii] Releases, Access and Merchandise; and [iii] the subsequent sale or resale[s] of Releases, Access and Merchandise; use or modify images from your Licensor Content for marketing or promotional purposes relating to the Site; use your biography and other public information about you to promote the Releases created using your Licensor Content; permit users to stream the Preview Content on-demand and on a gratis basis, solely for purposes of promoting the availability of the Releases, the Site and any available Access and Merchandise; use, reproduce, modify, perform, display, sell, distribute, transmit, publish, broadcast, and otherwise use and exploit your Licensor Content as included in Releases via the Site for as long as you have an active Licensor account with HAPPY MONDAY, but no shorter than the applicable Release Period for each Release; make, process, otherwise use and store on HAPPY MONDAY’s servers such copies of the Licensor Content as are necessary to enable HAPPY MONDAY to exercise the rights granted under these Terms of Use [including, without limitation, to enable the Site Player to play on-demand streams of the Licensor Content]; and collect and use data relating to Licensor and Licensor’s use of the Site, in whole or in part, whether or not aggregated or anonymized, solely for the purpose of promoting the Site, Releases, in any and all media now known or later developed, but at all times in accordance with HAPPY MONDAY’s privacy policy and applicable data protection laws.

2. By delivering or uploading Licensor Content to HAPPY MONDAY or the Site, you also grant a worldwide, non-exclusive, personal, non-commercial, royalty-free, fully paid up, license: to other users of the Site to use, copy, view, stream and listen to Preview Content using the functionality offered via the Site from time to time, for as long as you have an active Licensor account with HAPPY MONDAY; to permit users to preview, buy and display Releases and any associated Access and/or Merchandise; and to each User to view, stream, permanently download, promote or otherwise use, copy, distribute, publicly display, publicly perform, adapt, prepare derivative works of, transmit, make available and otherwise communicate to the public [as applicable] your Licensor Content associated with the Release[s] that the User purchases or otherwise lawfully acquires, using the functionality offered via the Site and/or Site Player from time to time, but within the parameters set by you via the Site and only for as long as such User owns the relevant Release and/or the relevant Release Period [whichever is shorter].

38. LICENSOR WARRANTIES

You hereby represent and warrant to HAPPY MONDAY that:

1. You comply and will continue to comply with all Licensor Obligations; you own or control all rights in and to your Licensor Content and you have obtained all rights, licenses, consents, waivers and permissions necessary, including, without limitation, from any performing rights organizations, record labels, music publishers, featured artists, songwriters, music producers, mixers, remixers, engineers or other creators, merchandising companies, and/or graphic artists, in order: [i] to use, and [if and where relevant] to authorize HAPPY MONDAY and Users to use, such Licensor Content in connection with the Services, including as set out in the Grant of Rights; and [ii] to authorize HAPPY MONDAY and Users to preview, buy, display, sell and/or transfer Releases and to offer any Access or Merchandise in connection with such Releases; your Licensor Content and the availability thereof on the Site complies with these Terms of Use and does not and will not infringe or violate the rights of any third party, including any Intellectual Property Rights, performers’ rights, rights of privacy or publicity, or rights in confidential information; you have obtained any and all necessary consents, permissions, releases and waivers from any and all contributors and other persons appearing in your Licensor Content in order to include their name, image, voice, performance, likeness, and/or biographical material in such Licensor Content and to publish and otherwise exploit such Licensor Content on the Site; HAPPY MONDAY shall not be required to make any payments relating to, arising out of, or in connection with the exploitation of your Licensor Content in accordance with these Terms of Use and you shall be responsible for paying all royalties, commissions, fees or other monies due to any appropriate third parties in connection with the publication, reproduction, public performance, communication to the public and all other uses of such Licensor Content [including as incorporated into or integrated with Releases]; your Licensor Content, including any comments that you may post on the Site, is not and will not be unlawful, abusive, libelous, defamatory, pornographic, or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation; your Licensor Content does not and will not create any liability on the part of HAPPY MONDAY or the Affiliated Parties; and the performance of your obligations under these Terms of Use will not conflict with your obligations under any other agreement to which you are a party. 

2. HAPPY MONDAY reserves the right to remove your Licensor Content, suspend or terminate your access to the Site and pursue all legal remedies if we believe that any of such Licensor Content breaches any of the foregoing representations or warranties.

39. NO INJUNCTIONS

 If HAPPY MONDAY is in breach of any provision of these Terms of Use, Licensor hereby: [1] agrees that its primary remedy shall be to recover damages at law; however, [2] Licensor does not waive its right to seek injunctive relief or specific performance as a remedy in the event of a breach of these Terms of Use by Happy Monday.