END USER LICENSE AND TERMS OF SERVICE AGREEMENT

Effective Date: November 7, 2019

Last Updated Date: November 7, 2019

1. Acceptance of the EULA.

1. Binding Agreement; Description. Stationhead, Inc. (“Stationhead,” “we,” “us”, or “our”) provides and makes available its website located at www.stationhead.com (“Site”), along with its related mobile software application (the “App,” and together with the Site and other services that we may provide, the “Service”). All uses of the Service are subject to the terms and conditions contained in this End User License and Terms of Service Agreement (this “EULA”). Please read this EULA carefully. BY CLICKING “I ACCEPT” (OR BY EFFECTING OR INDICATING ANY OTHER INDICIA OF ACCEPTANCE), ACCESSING, BROWSING OR OTHERWISE USING THE SERVICE, YOU REPRESENT AND WARRANT THAT (A) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA AND (B) YOU HAVE THE AUTHORITY TO ENTER INTO THE EULA PERSONALLY OR ON BEHALF OF ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THIS EULA. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS EULA, THEN YOU MAY NOT ACCESS, BROWSE OR USE THE SERVICE.

AS FURTHER DESCRIBED BELOW, SECTION 13 OF THIS EULA REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE OR THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS EULA.

2. Changes to this EULA.  PLEASE NOTE THAT THIS EULA IS SUBJECT TO CHANGE BY STATIONHEAD IN ITS SOLE DISCRETION AT ANY TIME.  You understand and agree that Stationhead may change this EULA at any time without prior notice; provided that Stationhead will endeavor to provide you with prior notice of any material changes.  When we make changes to this EULA, we will update the “Last Updated” date at the top of this EULA.  You may read a current, effective copy of this EULA at any time by selecting the appropriate link on the Service. The revised EULA will become effective at the time of posting for new users of the Site and/or the Service. And will be effective thirty (30) days after posting notice of such changes on the Site for existing registered users.  Any use of the Service after such date will constitute your acceptance of such revised EULA. If any change to this EULA is not acceptable to you, then your sole remedy is to stop accessing, browsing, and otherwise using the Service. The terms of this EULA will govern any updates Stationhead provides to you that replace and/or supplement any portion of the Service, unless the upgrade is accompanied by a separate license or revised EULA, in which case the terms of that license or revised EULA will govern. 
3. Privacy Policy. Your access to and use of the Service is also subject to Stationhead’s Privacy Policy located at https://s3.amazonaws.com/stationhead-static/privacy.html (“Privacy Policy”), the terms and conditions of which are incorporated herein by reference.
4. Consideration. You understand and agree that this EULA is entered into in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
5. Eligibility. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY STATIONHEAD. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By accessing or using the Service, you represent that you are at least 18 years of age.

2. The Service.

1. Description. The Service provides users who act as curators (“Curator(s)”) to create and operate their own radio station(s) (“Station(s)”) that contain dialogue from the Curator and streams of music streaming services such as Spotify, Apple Online, and other streaming services that may be added to the platform in the future (“Music Streaming Services”). The Service also provides listeners with a platform to listen to these Stations and to listen to songs in synch with friends via the Music Streaming Services (such listeners, including Curators, are referred to collectively as “Users”). When a Curator logs into the Service, the Curator will be able to access Music Streaming Services to which the Curator has subscribed and broadcast music in real time and/or record a show (each, an “Episode”) which Users may listen to in real time and/or on demand.
2. Mobile Services. The Service will be accessible on the App via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be in accordance with this EULA.

3. Registration.

1. Log-In Credentials. While you may always browse the public-facing portions of the Service without registering, in order to enjoy the full benefits of the Service, you must register for an account (an “Account”) on the App or through a valid account on the social media service through which you have connected to the App (a “Third-Party Account”).
2. Access Through A Social Networking Service. If you access Service through a social networking Service (“SNS”) as part of the functionality of the Site, the App and/or the Services, you may link your Account with Third-Party Accounts, by allowing Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.  You represent that you are entitled to disclose your Third-Party Account login information to Stationhead and/or grant Stationhead access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Stationhead to pay any fees or making Stationhead subject to any usage limitations imposed by such third-party service providers.  By granting Stationhead access to any Third-Party Accounts, you understand that Stationhead may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and the Service via your Account.  Unless otherwise specified in the EULA, all SNS Content shall be considered to be your Content for all purposes of this EULA.  Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. Please note that if a Third-Party Account or associated service becomes unavailable or Stationhead’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Service. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND STATIONHEAD DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  Stationhead makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Stationhead is not responsible for any SNS Content
3. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your Log-In credentials. You will notify Stationhead immediately at info@stationhead.com if you suspect or know of any unauthorized use of your Log-In credentials or any other breach of security with respect to your Account. Stationhead will not be liable for any loss or damage arising from unauthorized use of your Log-In credentials prior to you notifying Stationhead of such unauthorized use or loss of your Log-In credentials. Separate Log-In credentials may be required to access External Services (defined below).
4. Accuracy of Information. When creating an Account, you will provide true, accurate, current, and complete information as Stationhead requests. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this EULA, or an infringement or violation of any third party rights, or of any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then Stationhead may terminate your Account immediately without notice to you and without any liability to you or any third party.
5. Inviting Friends. Stationhead may offer you the ability to invite your friends to use the Service by sending them messages through the Service. You represent and warrant you will only send messages through the Service to people who have given you their express consent to receive such messages, and, to the fullest extent permitted by law, you will indemnify and hold Stationhead harmless from any and all claims arising out of your sending these messages to any person. You are responsible for all fees and charges associated with such messages.

4. Intellectual Property Rights

1. App License. Subject to your compliance with the EULA, Stationhead grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes.  Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.  Notwithstanding the first sentence in this section, with respect to an App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
2. Reservation of Rights.  Stationhead reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with this EULA, Stationhead hereby grants you a personal, limited, revocable, non-transferable license to (a) access and use the Service and (b) install and use the App either from the iOS App Store or Google Play Store, as applicable, and to use such installed App solely in object code format on devices that you own or control, in each case of (a) and (b), solely for your personal, non-commercial use.
3. Content. For purposes of this Agreement, “Stationhead Content” means any content, data, information or material made available through the Service or by Stationhead; “Music Streaming Service Content” means any content, data, information or material made available through a Music Streaming Service, including but not limited to, sound recordings, short-form videos, cover art, musical works, artist biographies, song lyrics, metadata, and playlists; and “User Content” means any content that Users upload, post, transmit or otherwise provide (“Post”) to or through the Service, including but not limited to any sound recordings, comments, or live on-air conversations recorded on a User’s Station.  Except for your User Content, the content made available on or through the Service, including without limitation, the Stationhead Content, the Music Streaming Service Content, and User Content is owned by Stationhead, the Music Streaming Service, Users, or its or their suppliers and/or licensors.  Except as specified in this EULA or otherwise, you may not copy, reproduce, modify, upload, republish, transmit, create derivative works of, publicly perform or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material. As between you and Stationhead, Stationhead solely owns all design rights, databases, and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and all related goodwill.
4. Marks. The Stationhead trademarks, service marks, and logos (the “Stationhead Trademarks”) used and displayed on the Service are Stationhead’s registered and unregistered trademarks or service marks. Other product and service names located on the Service, including but not limited to the trademarks or service marks of the Music Streaming Services or their licensors, may be trademarks or service marks owned by third parties (such third-party trademarks and service marks, together with the Stationhead Trademarks, the “Trademarks”). Nothing on the Service or in this EULA should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without Stationhead’s prior express written consent for each individual use. You may not use the Trademarks to disparage Stationhead or the applicable third-party, Stationhead’s, a Music Streaming Service’s, or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without Stationhead’s prior express written consent. All goodwill generated from the use of any Stationhead Trademark will inure solely to Stationhead’s benefit.
5. Restrictions. Except as set forth in this EULA, you may not sell, transfer, assign, license, sublicense, or modify the Stationhead Content or Service, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Stationhead Content or the Music Streaming Service Content in any way for any commercial purpose. The use or posting of any of the Stationhead Content or Music Streaming Service Content on any other website or in a networked computer environment for any purpose other than through a Station or in an Episode as set forth in this EULA is expressly prohibited. In addition, you also may not attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this EULA, then your right to access and/or use the Stationhead Content, including the Music Streaming Service Content, and the Service will automatically terminate; your right to broadcast through your Station(s) and or to provide access to your Episodes, your right to access and listen to other Users’ Stations and Episodes will automatically terminate; and you must immediately destroy any copies you have made of the Stationhead Content and or the Music Streaming Service Content.

5. User Content.

1. Screening User Content. Stationhead offers Users the ability to use the Service to create User Content for Stations and to otherwise Post User Content to or through the Service. Stationhead does not pre-screen any User Content, but reserves the right to refuse or delete any User Content in its sole discretion. In addition, Stationhead has the right – but not the obligation – in its sole discretion to refuse or delete any User Content that it reasonably considers to violate this EULA or be otherwise illegal or inappropriate. Stationhead does not guarantee the accuracy, integrity or quality of any User Content, and under no circumstances will Stationhead be liable in any way for any User Content, including liability for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content Posted to or through the Service.  You agree that you will not hold Stationhead responsible for any misuse of the App or the Service by Users.
2. Intellectual Property Rights. YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT AND SUBMITTING YOUR USER CONTENT TO THE SERVICE DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS TO STATIONHEAD.
3. Licenses of Your User Content to Stationhead. You hereby grant Stationhead an unrestricted, assignable, sublicensable, irrevocable, perpetual, fully paid-up, royalty-free license throughout the universe to 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 and otherwise exploit and use (collectively, “Use”) all User Content that you Post to or through the Service by any means, through any media and formats now known or hereafter developed, for the purposes of (a) advertising, marketing, and promoting Stationhead and the Service; and (b) providing and improving the Service. You further grant Stationhead a royalty-free license to use your user name, image, and likeness to identify you as the source of any of your User Content and the curator of your Stations. You shall not Post any User Content on or through the Service or transmit to Stationhead any User Content that you consider to be confidential or proprietary. Any User Content Posted by you to or through the Service or transmitted to Stationhead will be considered non-confidential and non-proprietary, and treated as such by Stationhead, and may be used by Stationhead in accordance with this EULA without notice to you and without any liability to Stationhead.
4. License of Your User Content to other Users. You hereby grant Users a non-exclusive license to access and use that User Content as permitted by this EULA.
5. You Must Have Rights to the Content You Post. You must not Post any User Content to the Service if you are not the copyright owner of, or are not fully authorized to grant rights in, all of the elements of the User Content you intend to Post to the Service. You represent and warrant that: (a) you own or otherwise have the right to grant the licenses set forth in this EULA to, the User Content Posted by you on or through the; (b) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; (c) the Posting of your User Content on the Service 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 (d) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Posting your User Content on the Service.
6. Waiver of Rights to User Content. By Posting User Content to or through the Service, 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 other rights of a similar nature in connection with your User Content, or any portion thereof. 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 or with respect to any User Content you Post to or through the Service.
7. No Liability. For the avoidance of doubt, Stationhead will not be liable for any unauthorized use of User Content by any other user or third party.
8. Prohibition on Uploading Objectionable Content. You agree not to Post any User Content to the Service that is or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred, as Stationhead may determine in its sole discretion (collectively, “Objectionable Content”). If you encounter any Objectionable Content on the Service, you agree to promptly email Stationhead at info@stationhead.com. You acknowledge and agree that Stationhead has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to us.

6. Open Source Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Some Open Source Components may be offered under an open source license that we will make available to you at your request.  There may be provisions in the open source licenses that expressly override some of these terms.
7. Restrictions on use of the Service. In using the Service, you agree not to:

•        take any action that imposes an unreasonable load on the Service’s infrastructure;

•        use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service;

•        attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service, including but not limited to the App;

•        use any robot, spider, screen or database scraper, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Service;

•        generate, or to effect any automated mechanism for the purposes of generating, fraudulent or otherwise invalid actions on the Service;

•        delete or alter any content that Stationhead or any other person or entity Posts on the Service;

•        frame or link to any of the materials or information available on the Service;

•        alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available;

•        use any trademarks, service marks, design marks, logos, photographs, or other content belonging to Stationhead or obtained from the Service except as permitted by this EULA;

•        remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained through the Service or the use of the Service;

•        access, tamper with, or use non-public areas of the Service, Stationhead’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Stationhead’s providers;

•        provide any false personal information to Stationhead;

•        harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Stationhead employees or other users;

• undermine the image, privacy and/or personal information of other Users or third parties

•        create User accounts by automated means or under false or fraudulent pretenses

•        create a false identity or impersonate another person or entity in any way;

•        create a new account with Stationhead, without Stationhead’s express written consent, if Stationhead has previously disabled an account of yours;

•        solicit, or attempt to solicit, personal information from other Users of the Service;

•        offer commercial services;

•        restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about users of the Service;

•        use the Service to send emails or other communications to persons who have requested that you not send them communications;

•        use the Service, without Stationhead’s express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;

•        gain unauthorized access to the Service, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;

•        post, transmit, or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment, and computers connected to the Service;

•        interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers;

•        probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;

•        use or access the Service to build a competing service

•        denigrate Stationhead and/or the App or the Service on social networks or any other means of communication

• infringe the intellectual property rights of Stationhead, Music Streaming Services, other Users or any other third parties
• violate any applicable federal, state, or local laws or regulations or the terms of this EULA; or assist or permit any persons in engaging in any of the activities described above.

8. External Services. The Service may allow you to access certain third party websites, such as social media websites, in addition to Music Streaming Services (such websites, together with Music Streaming Services, the “External Services”). All content available on or through any External Services is not provided to you by Stationhead. Accordingly, we do not (a) review, edit, curate or endorse such content; or (b) make any representations or warranties regarding such content. Moreover, if you decide to access any External Services through the Service, then you (a) do so at your sole risk; and (b) must comply with any terms imposed by any such External Services. Stationhead is not responsible for the content of any External Services and does not make any representations regarding the content or accuracy of any materials on such External Services. If you decide to access any External Services, you do so at your own risk.
9. App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Stationhead and not with the App Store. Stationhead, not the App Store, is solely responsible for the Service, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Service, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the EULA and will have the right to enforce it.
10. Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending Stationhead or our employees any suggestions, feedback, or ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Stationhead, you agree that:

Stationhead has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

Feedback is provided on a non-confidential basis, and Stationhead is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

You hereby grant to Stationhead an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use and exploit such Feedback without payment or restriction.

11. Notice and Procedure for Making Claims of Copyright Infringement.  It is Stationhead’s policy to terminate membership privileges of any registered User who repeatedly infringes copyright upon prompt notification to Stationhead by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on or though the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Company Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Stationhead’s Copyright Agent for notice of claims of copyright infringement is as follows:

Via E-mail:        copyright@stationhead.com

Via U.S. Mail:        Stationhead, Inc.

Ryan Star Kulchinsky

109 S 5th Street

Brooklyn, NY 11249

12. Fees and Taxes. Stationhead does not currently charge a fee for the Service.  If at any point in the future, Stationhead begins to charge a fee for any of its Service (“Fee(s)”) and Stationhead determines it has an obligation to collect Sales Tax from you in connection with this Agreement, Stationhead shall collect such Sales Tax in addition to the Fee(s).  If any Service, or payments for any Service, under this EULA are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Stationhead, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Stationhead for any liability or expense Stationhead may incur in connection with such Sales Taxes.  Upon Stationhead’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
13. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Stationhead and limits the manner in which you can seek relief from us.

1. Applicability of Arbitration Agreement. You agree that any dispute, claim or request for relief relating in any way to your access or use of the Site, to any products sold or distributed through the Site, or to any aspect of your relationship with Stationhead, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Stationhead may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to Ryan Star Kulchinsky at 109 S 5th Street, Brooklyn, NY 11249. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Stationhead will pay them for you. In addition, Stationhead will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Stationhead. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU AND STATIONHEAD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Stationhead are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: info@stationhead.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. Severability. Except as provided in Section 13.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Stationhead.
9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Stationhead makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Stationhead at the following address: 109 S 5th Street, Brooklyn, NY 11249.

14. Limitation of Liability and Disclaimer of Warranties.

TO THE FULLEST EXTENT PERMITTED BY LAW, STATIONHEAD, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, INCLUDING BUT NOT LIMITED TO THE MUSIC STREAMING SERVICES (COLLECTIVELY, THE “STATIONHEAD PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED, TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY THEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, THE STATIONHEAD PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY LAW, AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE STATIONHEAD PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. TO THE FULLEST EXTENT PERMITTED BY LAW, IF YOUR USE OF THE SERVICE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO STATIONHEAD PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT, INCLUDING BUT NOT LIMITED TO STATIONHEAD CONTENT, MUSIC STREAMING SERVICE CONTENT AND USER CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE STATIONHEAD PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY STATIONHEAD PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE, AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH STATIONHEAD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE STATIONHEAD PARTIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA OR THE SERVICE WILL NOT EXCEED $100.

15. Third Party Disputes. STATIONHEAD IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY RELATED TO YOUR USE OF THE SERVICE, AND ANY DISPUTE YOU HAVE WITH SUCH CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE THE STATIONHEAD PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
16. Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Stationhead Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this EULA or your access to, use or misuse of the Stationhead Content or Service in a manner not authorized under this EULA. Stationhead will provide notice to you of any such claim, suit, or proceeding. Stationhead reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Stationhead’s defense of such matter.
17. Termination of the EULA. Stationhead reserves the right, in its sole discretion, to restrict, suspend, or terminate this EULA and/or your access to all or any part of the Service at any time, and for any reason without prior notice or liability. Stationhead reserves the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.

Sections 1.1, 1.3,3.2, 3.5, 5.2, 5.3, 5.5, 5.6, 5.7 9, 10, 12, 13, 14 through 16, 17 (last sentence only), and 18 through 23, and any other provisions that, by their nature are intended to survive, will survive the termination of this EULA indefinitely.

18. Governing Law. THIS EULA AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS EULA.  
19. Supplemental Terms. Your use of, and participation in, certain aspects of the Service may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the EULA or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this EULA is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service solely to the extent of conflict.  
20. Consent to Electronic Communications. The communications between you and Stationhead may take place via electronic means, whether you visit the Service or send Stationhead e-mails, or whether Stationhead posts notices on the Service or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Stationhead in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Stationhead provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
21. Miscellaneous. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Stationhead as a result of this EULA or use of the Service. If any provision of this EULA is found to be invalid by any court having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this EULA, which will remain in full force and effect. Stationhead’s failure to act on or enforce any provision of this EULA will not be construed as a waiver of that provision or any other provision in this EULA. No waiver will be effective against Stationhead unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Stationhead and you, this EULA constitutes the entire agreement between you and Stationhead with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This EULA will inure to the benefit of our successors and assigns. You may not assign this EULA or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without the prior express written consent of Stationhead. Stationhead may assign this EULA, including all its rights hereunder, without restriction. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. Stationhead may assign this EULA, including all its rights hereunder, without restriction.
22. Contact Us. If you would like to contact us in connection with your use of the Service, then please refer to the contact information below: by mail at 340 E. 23rd Street, Suite 4L, New York, NY 10010, or by email at info@stationhead.com.
23. NOTICE REGARDING APPLE. You acknowledge that this EULA is between you and Stationhead only, not with Apple, and Apple is not responsible for the Service or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If Stationhead provides a translation of the English language version of this EULA, then the translation is provided solely for convenience, and the English version will prevail.