USER AGREEMENT

Dated: February 22, 2025

PLEASE READ CAREFULLY BEFORE USING THIS SERVICE

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Introduction

This Terms of Service Agreement (the "Agreement") is a legal agreement between you and AshDust LLP ("Company", "us" or "we"), a Limited Liability Partnership registered in Delaware, with registered office at 151 Further Lane, East Hampton, NY. This Agreement governs your use of our websites and software products (together, the "Service"), and the purchase and use of physical products from us.

Acceptance of Terms

By using the Service and/or purchasing from us, you must read, agree with and accept all of the terms and conditions contained in this agreement. This agreement is provided to you and concluded in English. You agree that any use by you of the Service and/or the purchase of goods through the Service shall constitute your acceptance of the agreement. If you do not agree to the terms of this agreement, please refrain from using the Service.

Governing Law

This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws principles, except where the application of such laws is mandatory and cannot be waived by contract. For users located in the UK/EEA, this Agreement shall be governed by English law and disputes shall be brought in the courts of England and Wales (unless local law requires otherwise).

1. Access and Use of Service

1.1 License Grant

In consideration of you agreeing to abide by the terms of this agreement, we hereby grant to you a non-exclusive, non-transferable, licence to use the Service on the terms of this agreement.

1.2 Service Access

Access to the Service is permitted on a temporary basis for your private purposes only and we reserve the right to withdraw or amend the service we provide on the Service without notice. We will not be liable if for any reason the Service is unavailable at any time or for any period.

1.3 Registration Requirements

From time to time, we may restrict access to some parts of the Service, or our entire site, to users who have registered with us.

1.4 Security Credentials

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use.

1.5 User Responsibilities

You are responsible for making all arrangements necessary for you to have access to the Service. You are also responsible for ensuring that all persons who access the Service through your internet connection are aware of these terms, and that they comply with them.

1.6 Prohibited Activities

You must not misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Service, the server on which the Service is stored or any server, computer or database connected to the Service. You must not attack the Service via a denial-of-service attack or a distributed denial-of service attack.

1.7 Legal Compliance

If you breach clause 1.6, you will be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, we reserve the right to immediately cease your right to use the Service.

1.8 Liability Disclaimer

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Service or to your downloading of any material posted on it, or on any Service linked to it.

1.9 Electronic Communications

When you visit this Service and/or submit an order, you are communicating with us electronically and you agree that all agreements, notices, disclosures and other communications that we send to you electronically satisfy any legal requirement that such communications be in writing.

1.10 Content Moderation and Appeals Process

We maintain content moderation standards to safeguard community respect and civic discourse. Content that violates these Terms, poses risks of harm, infringes rights, or violates laws may be removed or restricted. While we generally provide notice and an appeal process, we reserve the right to act immediately in cases of imminent harm or illegal content.

1.11 Notice and Appeals Process

Except in cases of severe violations (such as malicious hacking or illegal content), if we need to restrict or remove your content or suspend your account:

• We will provide notice via email explaining the reason
• You will have 5 business days to respond
• You may appeal our decision by submitting a written appeal to hello@stem.tech
• Appeals will be reviewed within 10 business days
• During review, you may provide additional context or evidence
• Appeal decisions are final and will be communicated in writing
• Accounts remain suspended during the appeals process

2. Other Applicable Terms

2.1 Additional Terms

These Terms of Use refer to the following additional terms, which also apply to your use of the Service:

1. Our privacy policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Service, you consent to such processing and you warrant that all data provided by you is accurate; and
2. Our cookie policy, which sets out information about the cookies on the Service.

2.2 Service-Specific Terms

If you subscribe for any of our other services you will also have to agree to the terms that govern the service you have subscribed for.

3. Your Conduct

3.1 Age Requirement

In order to use this Service you must be over 13 years of age or have the consent of a parent or guardian.

3.2 Service Integrity

You must not use the Service in any way that causes, or is likely to cause, the Service or access to it to be interrupted, damaged or impaired in any way.

3.3 Prohibited Uses

You must not use the Service for any of the following:

1. For fraudulent purposes, or in connection with a criminal offence or other unlawful activity;
2. To send, use or reuse any material that violates our content standards as detailed in Section 1.10;
3. For unauthorized bulk data analysis, data mining, scraping, crawling, or extraction of content or user data beyond what is explicitly offered through the platform's visual interface;
4. For any purpose that violates these Terms.

3.4 Content Monitoring

The Company reserves the right, but not the obligation, to monitor, review, edit, remove, or disable access to any content uploaded by users at its sole discretion, for any reason, including content believed to violate these Terms or applicable laws.

3.5 Indemnification

You agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which we suffer or incur directly or indirectly as a result of your use of the Service and/or any products sold on our Service other than in accordance with this agreement or any applicable laws.

3.6 Copyright Compliance

The Company complies with the U.S. Copyright Act. We:

• Maintain royalty rates as required by law;
• Keep accurate records of all royalty calculations and disbursements;
• Maintain detailed logs of musical work usage.
• Record and store usage data.
• Generate and maintain monthly usage reports.
• Preserve all necessary documentation for audit purposes.
• Hold funds due to copyright holders in escrow and disburse as required by law.

3.7 TBACS Agreement

By using the Service, you acknowledge and agree that subscription fees and other revenue will be distributed to content uploaders and all attributed rights holders according to the TBACS (Time Based Artist Compensation System) protocol, which allocates compensation based on user engagement duration rather than play count.

Under TBACS:

• Attributable revenue is split 50/50 between track creators during simultaneous playback;
• Creator and rights-holder ownership is verified through industry-standard identity verification services or via partner verification services;
• Compensation is proportional to listening time and activity within StemFM listening sessions;
• An individual user's subscription payment is split between all rights owners whose content is included in their listening sessions in that month, with each rights owner receiving a proportional share based on listening time;
• Regional licensing requirements and DMCA guidelines must be followed;
• Allocable funds remain in escrow until rights owner identity and ownership are validated independently by the Company within a 30-90 day validation window.

4. YOUR INDEMNITIES AND UNDERTAKINGS

4.1

You agree that when using the Service and/or any products sold on our Service you will comply with all applicable laws and these Terms. Any violation may result in immediate account suspension and content removal as detailed in Section 1.11.

4.2

Notwithstanding clause 4.1, you agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which we suffer or incur directly or indirectly as a result of your use of the Service and/or any products sold on our Service other than in accordance with this agreement or any applicable laws.

5. INTELLECTUAL PROPERTY, SOFTWARE AND CONTENT

5.1

All content, such as text, graphics, logos, icons, images, audio, video, digital downloads, data and software included or used in the Service is the exclusive property of the Compapny, its affiliates or its suppliers and is protected by national and international laws protecting intellectual property and other rights.

5.2

All intellectual property rights, including, without limitation, all copyrights, database rights, rights in trade marks (except as specifically provided below), rights in designs, rights in know-how, rights in patents and inventions as well as all other intellectual or industrial property rights, relating to any information, content, materials, data or processes contained in the Service belong to the Company, its affiliates and/or its users or content suppliers. All such intellectual property rights of the Company, its affiliates and/or its users or content suppliers are hereby reserved.

5.3

You may not extract and/or re-utilise parts of the contents of the Service without the Company's express written consent. In particular, you may not utilise any data mining tools, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any parts of this Service, without the Company's express written consent. You also may not create and/or publish your own database that features substantial (e.g. our prices and product listings) parts of this Service without the Company's express written consent.

5.4

Except where expressly stated to the contrary, all persons (including their names and images), third party trade marks and images of third party products, services and/or locations featured on this Service are in no way associated, linked or affiliated with the Company. Any trade marks/names featured on this Service are owned by the respective trade mark owners.

6. LIMITATION OF LIABILITY

6.1

Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud, or any other liability that cannot be excluded or limited by English law.

6.2

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Service or any content on it, whether express or implied.

6.3

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• Use of, or inability to use, the Service; or
• Use of or reliance on any content displayed on the Service

6.4

If you are a business user, please note that in particular, we will not be liable for:

• Loss of profits, sales, business, or revenue;
• Business interruption;
• Loss of anticipated savings;
• Loss of business opportunity, goodwill or reputation;
• Any indirect or consequential loss or damage.

6.5

If you are a consumer user, please note that we only provide the Service for personal use. You agree not to use the Service for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6.6

We assume no responsibility for the content of Services linked on the Service. Such links should not be interpreted as endorsement by us of those linked Services. We will not be liable for any loss or damage that may arise from your use of them.

6.7

Limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods by use to you.

6.8 Liability Exclusions and Limitations

Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Delaware law.

6.9 Warranty Disclaimers

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the purchase of the Product, any content on it, whether express or implied.

17. Additional Liability Terms

17.3 Non-Excludable Liabilities

We do not in any way exclude or limit our liability for:

• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation;
• For UK users: Any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
• For UK users: Any breach of the terms implied by sections 13-15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples);
• For UK users: Defective products under the Consumer Protection Act 1987;
• For US users: Any breach of implied warranties under the Uniform Commercial Code;
• For US users: Defective products under state product liability laws;
• For US users: Any breach of the Magnuson-Moss Warranty Act;
• Any other liability that cannot be excluded or limited under applicable law.

17.4 Foreseeable Loss

We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.

18. Events Outside Our Control

18.1 Force Majeure

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control, as defined in clause 18.2.

18.2 Definition

An Event Outside Our Control means any act or event beyond our reasonable control, including but not limited to:

• Strikes, lock-outs or other industrial action by third parties;
• Civil commotion, riot, invasion, terrorist attack or threat thereof;
• War (declared or not) or threat/preparation for war;
• Fire, explosion, storm, flood, earthquake, subsidence, epidemic or natural disaster;
• Failure of public/private telecommunications networks;
• Impossibility of using railways, shipping, aircraft, motor transport, digital networks or other means of transport.

18.3 Our Response to Events Outside Our Control

If an Event Outside Our Control affects our Contract obligations:

1. We will contact you as soon as reasonably possible to notify you;
2. Our Contract obligations will be suspended for the duration of the Event;
3. For Product delivery impacts, we will arrange a new delivery date after the Event concludes.

19. Communications

19.1 Written Communications

When we refer to "in writing" in these Terms, this includes email.

19.2 Consumer Communications

For consumers:

1. Contract Cancellation:

   • Must be in writing via email to help@stemplayer.com;
   • Keep a copy of your cancellation notice;
   • Cancellation effective from email/letter send date.

2. Other Communications:

   • Send via email to help@stemplayer.com.

19.3 Notices to You

We will contact you via email or pre-paid post using your order details.

19.4 Business Communications

For business users:

1. Notice Requirements:

   • Must be in writing;
   • Delivered personally, via pre-paid first class post, email, or posted on our Service.

2. Notice Receipt Timing:

   • Personal delivery: When left at registered office;
   • Pre-paid first class post: 9.00 am on second Business Day after posting;
   • Email: One Business Day after transmission;
   • Service posting: Immediate.

3. Proof of Service:

   • Letters: Properly addressed, stamped and posted;
   • Email: Sent to specified address.

4. Legal Proceedings:

   • Above provisions do not apply to legal action documents.

20. Other Important Terms

20.1 Rights Transfer

We may transfer our Contract rights/obligations to another organization without affecting your rights.

20.2 Your Rights Transfer

You may only transfer your rights/obligations with our written agreement.

20.3 Third Party Rights

This contract is between us - no third party has enforcement rights.

20.4 Severability

Terms operate independently. If any term becomes unlawful/unenforceable, others remain valid.

20.5 Waiver Limitations

Our failure to enforce your obligations or delay in doing so:

• Does not waive our rights;
• Does not exempt you from compliance;
• Written waivers apply only to specific defaults.

21. Business Users

21.1 Business Requirements

When using the Service for business:

1. Must comply with commercial/trade regulations;
2. Must have authority to bind represented business;
3. Terms/Contracts governed by Delaware law;
4. Subject to Section 23 arbitration;
5. Section 16 limitations apply.

22. Service Availability

22.1 Availability Disclaimer

• No guarantee of uninterrupted access;
• May change/discontinue Service without notice.

22.2 Maintenance

• Regular maintenance may cause temporary unavailability;
• Advance notice provided when possible.

23. Governing Law and Dispute Resolution

23.1 Governing Law

Jurisdiction determined by user location:

• UK/EEA users: English law;
• Others: Delaware law (excluding conflicts principles).

23.2 Jurisdiction

UK/EEA Users:

• English/Welsh courts have exclusive jurisdiction.

All Other Users:

• Binding arbitration required.

23.3 Arbitration Agreement

1. Agreement Scope:

   • All non-UK/EEA users agree to arbitration;
   • Court proceedings waived.

2. Arbitration Terms:

   • Location: Delaware
   • Rules: JAMS Streamlined
   • Format: Online (unless in-person requested)
   • Decision: Final and binding
   • Costs: Each party responsible unless law requires otherwise

3. Class Action Waiver:

   • Individual proceedings only
   • No class actions permitted

4. Opt-Out Rights

• 30-day window to opt out
• Email privacy@stemplayer.com

Privacy Policy

We will never share your personal data with third parties or use it without your permission, except where it is:

• Part of providing a service to you;
• Required for credit and security checks;
• Used for customer research and service improvement.

The privacy policy below, together with our terms of use and conditions of supply, explains in detail what information we collect and how we use it. While we've aimed for simplicity, please contact us at privacy@stemplayer.com with any questions.

Data Protection Officer

For questions about our privacy practices or to exercise your rights regarding personal data, contact our Data Protection Officer at privacy@stemplayer.com.

Cookies

Like many services, we use cookies to provide the best possible web experience. Cookies are small text files that a service may place on your device when you first visit. They help recognize your device on return visits.

Cookie Functions

We use cookies that serve four main purposes:

1. Essential Cookies

   • Required for core service operation
   • Disabling prevents access to key features

2. Performance Cookies

   • Help us understand visitor behavior
   • Monitor and improve service performance
   • Track popular pages and error messages

3. Functionality Cookies

   • Remember your preferences;
   • Store login details;
   • Save customization settings.

4. Targeting Cookies

   • Record your site visits and navigation;
   • Make advertising more relevant;
   • Share data with advertisers.

Third-Party Cookies

We allow trusted third parties to serve cookies for:

• Analytics (e.g. Google Analytics);
• Market research;
• Revenue tracking;
• Site functionality;
• Compliance monitoring.

Cookie Management

While cookies optimize your experience, you may disable them through your browser settings. Note that this may limit service functionality.

Legal Basis for Processing

We collect your information to:

• Deliver products and services;
• Prevent fraud;
• Personalize content;
• Improve our platform;
• Market our services;
• Manage business operations;
• Maintain IT systems;
• Meet regulatory obligations.

We process personal data only when:

• Fulfilling contractual obligations;
• Complying with legal requirements;
• Pursuing legitimate business interests;
• Your rights don't override these interests.

Data Storage

Your data is stored in the US, UK, EU, or under appropriate transfer mechanisms like EU-approved Standard Contractual Clauses (SCCs). External transfers occur only with adequate safeguards.

Security Measures

• SSL encryption for sensitive data;
• Secure password protocols;
• Strict access controls;
• Data breach notification procedures.

While we implement strong security, internet transmission carries inherent risks. We'll notify you and regulators of any suspected breaches as legally required.

Retention Periods

We will only retain your personal information for as long as necessary to fulfil the purposes we collected it for, including for:

• Responding to any problems you might have;
• Satisfying legal, accounting or reporting requirements.

To determine the appropriate retention period for personal data, we consider:

• The amount, nature, and sensitivity of the personal data;
• The potential risk of harm from unauthorized use or disclosure;
• The purposes for which we process your personal data;
• Whether we can achieve those purposes through other means;
• The applicable legal requirements.

In some circumstances, we may anonymise your personal information so that it can no longer be associated with you, in which case we may use such information without further notice to you. Once you are no longer our customer, we will retain or securely destroy your personal information in accordance with applicable laws and regulations.

Disclosure of Your Personal Information

We may disclose your personal information to any partner and/or a member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in Section 1159 of the UK Companies Act 2006 and Section 1504 of the U.S. Internal Revenue Code.

We comply with U.S. federal and state privacy laws including the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and the Virginia Consumer Data Protection Act (VCDPA) regarding the disclosure of personal information. We may disclose your personal information to third parties:

• In the event that we sell or buy any business or assets;
• If the Company or substantially all of its assets are acquired by a third party;
• If we are under a duty to disclose or share your personal data to comply with any legal obligation;
• To protect the rights, property, or safety of the Company, our customers and users, or others;
• For exchanging information with other companies for fraud protection purposes.

Your Rights

Under certain circumstances, by law you have the right to:

• Request access to your personal information ("data subject access request");
• Request correction of personal information;
• Request erasure of your personal information;
• Object to processing of your personal information;
• Request restriction of processing;
• Request transfer of your personal information;
• Withdraw consent.

Please note that if you request erasure, object to processing, or request restriction of processing, we may not be able to provide our services and may need to deactivate your account.

You will not have to pay a fee to access your personal data or exercise other rights. However, we may:

• Charge a reasonable fee;
• Refuse to comply with requests that are clearly unfounded, repetitive or excessive.

We aim to respond to all legitimate requests within one month. Complex requests or multiple requests may take longer, in which case we will notify you and keep you updated.

Changes to This Policy

We will update this page to reflect any changes in our privacy policy. Any changes will be posted here, so please check periodically.

Contact

To contact the Company about Data Privacy, please e-mail privacy@stemplayer.com.

Refund Policy

This refund policy applies to Customers who purchased our Products in:

• United States of America;
• Canada;
• Mexico;
• Australia;
• United Kingdom;
• New Zealand;
• Hong Kong (SAR);
• Singapore;
• Japan;
• Republic of Korea;
• Turkey;
• Andorra;
• San Marino;
• Monaco;
• Vatican City;
• United Arab Emirates.

Return Terms

• 14 calendar day cancellation window after receiving products;
• Products must be unopened and in original condition;
• Unsealed products only eligible for return if faulty;
• Cancellation date is when initial email request is received.

Return Process

1. Email help@stemplayer.com;
2. Wait for return label from us;
3. Return products immediately upon receipt of label.

Refund Terms

• Full refund minus 10% restocking fee;
• Shipping fees not refundable;
• Processed within 14 days of valid cancellation notice;
• Refunded via original payment method.

Faulty/Misdescribed Products

• Contact help@stemplayer.com immediately;
• Provide proof of fault/misdescription;
• Eligible for full refund (including shipping) or replacement.

Digital Millennium Copyright Act

The Company respects intellectual property rights and expects users to do the same. Under the Digital Millennium Copyright Act of 1998 ("DMCA"), we will:

• Respond expeditiously to copyright infringement claims;
• Take appropriate action within our sole discretion;
• Remove allegedly infringing materials when warranted;
• Terminate access for repeat infringers.

Copyright Infringement Claims

If you are a copyright owner or authorized representative claiming infringement, please provide:

1. Description of copyrighted work/intellectual property claimed infringed;
2. Location of infringing material on the Site;
3. Your contact information (address, phone, email);
4. Statement of good-faith belief that use is unauthorized;
5. Statement under penalty of perjury that information is accurate;
6. Your electronic or physical signature.

Submit claims to stemtech-dmca@copybyte.com with subject: "Copyright Infringement"

Copyright Agent

Jonathan Bailey
CopyByte
3157 Gentilly Blvd Suite # 2254
New Orleans, LA 70122
Phone: 1-504-356-4555
Email: stemtech-dmca@copybyte.com

Default Refund Policy for Non-Listed Countries

For customers in countries not specifically listed above:

• 14-day return window from delivery date;
• Product must be unopened and in original condition;
• Customer responsible for return shipping costs;
• Refund processed within 14 business days of receipt;
• Original shipping fees non-refundable;
• 15% restocking fee may apply;
• Contact help@stemplayer.com to initiate return.