PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

OVERVIEW

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Jessica Allossery, an individual (the "Composer") and you (the “Client”), and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.

WHEREAS the Composer is a professional songwriter;

AND WHEREAS, the Client wishes to engage the Composer to compose a composition and/or soundrecording utilizing ideas and input from the Client.

IN CONSIDERATION of the conditions contained herein, the parties hereto agree as follows:

1. Composer’s Services
Composer shall write, compose, orchestrate, arrange, conduct, perform, record, mix, and produce such original musical compositions, original musical score, and original sound recording of the same (the “Music”) as Client may require for potential performance by the Client. Composer shall perform all services as and when reasonably required by Client in connection with the Music. Composer shall render services hereunder on a non-exclusive basis commencing on such date as Client shall designate for the Work and continuing through the date that all Delivery Requirements in Paragraph 2 below have been satisfied. Composer will make reasonable efforts to complete deliverables by Client’s reasonably proposed dates.

2. Delivery Requirements
Composer shall complete the recording and mixing of the Music, and obtain Client’s final approval of same, so that Composer shall deliver the recorded Music to Client in a format acceptable by both parties on a date agreed to by the parties. Collectively, the foregoing materials shall sometimes be referred to herein as the “Delivery Materials.” Composer shall be allocated a minimum of three (3) weeks to prepare the Music. Orders for delivery less than three (3) weeks shall be subject to a rush fee to be determined between the parties.

3. Budgetary Requirements
Composer acknowledges that the amounts payable as specified in this paragraph 3 include all amounts necessary to create and deliver the Music and Delivery Materials and all amounts due to Composer to compensate for her services rendered and rights granted hereunder. Composer shall be solely responsible for all costs in excess of the amounts payable as specified herein.

Subject to Composer performing all obligations hereunder, and in full consideration for any and all services rendered by Composer and all rights granted hereunder, Composer shall be entitled to receive the fee associated with the Work as accepted and paid by you.

4. Additional Covenants of Composer
Composer agrees that it shall:

• a) Render its services hereunder to the full extent of its creative and artistic skill and technical ability;


• b) Not disclose to any party information relating to the subject matter of this Agreement or to the activities of Client with respect to the Work or otherwise;


• c) Not incur any liability or expense on Client’s account without Client’s prior written approval, and if such approval is given, Composer will provide Client with any information necessary to satisfy such obligation, including copies of any necessary agreements.

5. No Obligation to Use Music or Exploit Work
Nothing contained in this Agreement shall be deemed to require Client or its assigns to publish, perform record, reproduce or otherwise use the Music, any part thereof, or any of the proceeds of Composer’s services hereunder, whether in connection with the Work or otherwise.

6. Grant of Rights
Client agrees that Composer shall own without limitation, throughout the universe, exclusively and in perpetuity, free and clear of any and all claims, liens and encumbrances, all rights, title and interest of every kind whatsoever, whether now known or unknown, in and to all music written, composed, recorded, orchestrated, arranged or adapted by Composer in connection with the Music, the master recordings embodying the Music, and the results of the Composer’s services hereunder, without any obligation or liability to pay Client any compensation therefor except as explicitly provided herein. Without limiting the generality of the foregoing, Client acknowledges that included within the above-referenced rights and interests are (a) all worldwide copyrights, allied, and neighboring rights, in and to the Music, the compositions and sound recordings embodied within the Music, and such results and proceeds, and all renewals and extensions thereof, (b) all music publishing rights, and (c) all rights and interests of every kind now or hereafter existing under and by virtue of any common law rights. The Music has been specifically ordered or commissioned by Client for use, and the Music is a work made for hire and the Composer shall be deemed the author of all the Music for purposes of applicable copyright law. If for any reason the Composer is not deemed the author of the Music, Client hereby assigns all such results and proceeds and all rights therein (including, without limitation, all copyrights therein) to Composer irrevocably and in perpetuity.

7. Publicity
Client may use, and permit others to use, Composer’s name, likeness, and biographical material in and in connection with the Music.

8. Warranties
Each party represents and warrants that it has the right to enter into this Agreement and to grant all rights herein granted, that they have not entered into or will enter into any agreement of any kind (including, without limitation, recording agreements) which will interfere in any way with the complete performance of this Agreement by them, that all musical material delivered by them hereunder (including, without limitation, the Music and the Delivery Materials) is original with them and does not infringe upon or violate any copyright or common law or statutory right of any person, firm, or corporation.

9. Credit
Composer shall credit substantially as follows: “Produced by Jessica Allossery.” Subject to the foregoing, all other characteristics of such credit or any other credit shall be determined by Composer in its sole discretion. No casual or inadvertent failure by Client to comply with the credit requirements set forth above, nor any failure by third parties to so comply, shall constitute a breach of this Agreement by Client.

10. Notices
All notices which either party is required or may desire to serve hereunder shall be in writing and shall be served to the addresses specified herein.

11. Independent Contractor
The Composer warrants that he or she is an independent contractor and is not an employee of the Client.

12. Miscellaneous

• a) This instrument constitutes the entire agreement of the parties hereto relating to the subject matter specified herein. This Agreement can be modified or terminated only by a written instrument executed by both Composer and Client or Client’s successors and assigns.


• b) This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario. Any action arising out of or relating to this Agreement, its performance, enforcement or breach will have jurisdiction and venue in a provincial or federal court situated within the Province of Ontario; and the parties consent and submit themselves to the personal jurisdiction of said courts for all such purposes.

CHECK THE BOX to indicate your acceptance of the terms and conditions outlined above.

PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

OVERVIEW

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Jessica Allossery, an individual (the "Composer") and you (the “Team Member”), and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.

WHEREAS the Composer is a professional songwriter;

AND WHEREAS, the Team Member who wishes to participate in the Composers team membership offerings in the “Team Member Portal”, is volunteering personal ideas and input for the betterment of the Composers business strategy to create new Content.

AND WHEREAS, The Team Member Portal is the online membership location where the Composer displays confidential information “Content" in the form of publicly unreleased blog posts, comments, surveys, videos, open chat rooms and the like. The Team Member who wishes to participate in the Composers offerings registers with a password protected account to access the Team Member Portal with the Content.

AND WHEREAS, The Content is any and all works derived or modified as a result of input of the Team Member within the Team Member Portal.

IN CONSIDERATION of the conditions contained herein, the parties hereto agree as follows:

1. Composer’s Services
Composer shall open a private discussion online via website, video chat or otherwise, in The Team Member Portal to engage Team Members’ ideas and feedback. Composer shall render services hereunder on a non-exclusive basis commencing on such date as Team Member registers online, and shall designate for the Work and continuing through the date until Team Member or Composer terminates membership account. The foregoing materials related to, created in and/or created as a result of the survey results, ideas or discussions in The Team Member Portal shall sometimes be referred to herein as “The Content.”

2. Delivery Requirements
Composer shall engage Team Member in Team Member Portal when team input is required for the furthering of its career. Composer shall decide exclusively when input is required, and will request assistance in the form of (including by not limiting to) opinions, ideas and feedback by Team Member. Composer shall be allocated as much time personally deemed as necessary, and in perpetuity, to prepare the content for Team Members input.

3. Budgetary Requirements
Composer acknowledges that Team Members are not required to provide monetary compensation to participate in the team membership subscription. Composer retains the rights to charge for this subscription model in the future at any time, with appropriate advance notice delivered to Team Member. Team Member retains the rights to cancel membership at any time. Composer retains the rights to terminate the Team Member’s subscription at any time, under any circumstance. Composer also retains rights to cancel indefinitely, or put on pause for any length of time deemed necessary by Composer, the Team Member Portal at any time, and without notice.

4. Non-Disclosure

For the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of all Content provided by Composer, and certain proprietary and confidential information ("Confidential Information”) that are displayed and discussed on the blog in the Team Members portal or group chats.

• a) Definition of Confidential Information: For purposes of this Agreement, "Confidential Information” also known as “The Content" shall include all information or material that has or could have commercial value or other utility in the business in which Composer and Team Member is engaged. All confidential information also includes exclusive and publicly unreleased content displayed in the Team Member’s Portal by Composer, and any online discussions via chat or comment box within the portal. The Composer shall not be required to label or stamp the materials with the word "Confidential" or some similar warning on any content within the Team Member portal, as all content within the portal would be considered Confidential Information. If Confidential Information is transmitted orally, the Composer shall not be required to provide writing indicating that such oral communication constituted Confidential Information.


• b) Exclusions from Confidential Information: Team Member’s obligations under this Agreement do not extend to information that is: (a) publicly known outside of the Team Members Portal at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Team Member before disclosure by Disclosing Party; (c) learned by the Team Member through legitimate means other than from the Composer or Composers representatives; or (d) is disclosed by Team Member with Composer’s prior written approval.


• c) Obligations of Team Member: Team Member shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Composer. Team Member shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Team Member shall not, without the prior written approval of Composer, use for Team Member’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Composer, any Confidential Information. Team Member shall return to Composer any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Composer requests it in writing.


• d) Obligations of Composer: Nothing contained in this Agreement shall be deemed to require Composer or its assigns to publish, perform record, reproduce or otherwise use the content in the Team Member Portal, any part thereof, or any of the proceeds of Composer’s services hereunder, whether in connection with the Work or otherwise.


• e) Time Periods: The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Team Member’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Composer sends Team Member written notice releasing Team Member from this Agreement, whichever occurs first.

5. Grant of Rights
Team Member agrees that Composer shall own without limitation, throughout the universe, exclusively and in perpetuity, free and clear of any and all claims, liens and encumbrances, all rights, title and interest of every kind whatsoever, whether now known or unknown, in and to all Content produced and written, composed, recorded, orchestrated, arranged or adapted by Composer in connection with the Team Members Portal and the results of the Team Member’s participation of services hereunder, without any obligation or liability to pay Team Member any compensation therefor except as explicitly provided herein. Without limiting the generality of the foregoing, Team Member acknowledges that included within the above-referenced rights and interests are (a) all worldwide copyrights, allied, and neighboring rights, in and to The Content, music, compositions and sound recordings embodied within the Content, and such results and proceeds, and all renewals and extensions thereof, (b) all music publishing rights, and (c) all rights and interests of every kind now or hereafter existing under and by virtue of any common law rights. The Composer shall be deemed the author of all the Content or music for purposes of applicable copyright law. If for any reason the Composer is not deemed the author of the Music, Team Member hereby assigns all such results and proceeds and all rights therein (including, without limitation, all copyrights therein) to Composer irrevocably and in perpetuity.

6. Warranties
Each party represents and warrants that it has the right to enter into this Agreement and to grant all rights herein granted, that they have not entered into or will enter into any agreement of any kind (including, without limitation, recording agreements) which will interfere in any way with the complete performance of this Agreement by them, that all material delivered by them hereunder (including, without limitation, the Content and The Input of the Team Member) is original with them and does not infringe upon or violate any copyright or common law or statutory right of any person, firm, or corporation.

7. Credit
Composer shall credit works related to The Content substantially as follows: “Produced by Jessica Allossery.” Subject to the foregoing, all other characteristics of such credit or any other credit shall be determined by Composer in its sole discretion. No casual or inadvertent failure by Team Member to comply with the credit requirements set forth above, nor any failure by third parties to so comply, shall constitute a breach of this Agreement by Client.

8. Notices
All notices which either party is required or may desire to serve hereunder shall be in writing and shall be served to the addresses specified herein.

9. Independent Contractor
The Team Member warrants that he or she is a volunteered, unpaid, independent contractor and is not an employee of The Composer.

10. Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

11. Miscellaneous

• a) This instrument constitutes the entire agreement of the parties hereto relating to the subject matter specified herein. This Agreement can be modified or terminated only by a written instrument executed by both Composer and Team Member or Team Member’s successors and assigns.


• b) This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario. Any action arising out of or relating to this Agreement, its performance, enforcement or breach will have jurisdiction and venue in a provincial or federal court situated within the Province of Ontario; and the parties consent and submit themselves to the personal jurisdiction of said courts for all such purposes.


• c) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.


• d) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.

CHECK THE BOX to indicate your acceptance of the terms and conditions outlined above.