1. INTRODUCTION

Please read the terms and Conditions carefully as they constitute a contract between you (“you” or “your”), either an individual or single entity, and StreamSoft, Inc. (“StreamSoft,” “we,” “us,” or “our”). Your use of the Pure Audio Streaming Service (“PAS”, or the “PAS Service”) indicates your agreement to be bound by these Terms and Conditions.

2. ACCEPTANCE OF TERMS

By accessing or using the PAS Service, operated by StreamSoft Inc., including but not limited to its website, mobile applications, and any content, features, or services provided therein (collectively, the “Service”), you acknowledge that you have read, understood, and agree to be legally bound by these Terms and Conditions (the “Terms”). If you do not agree to these Terms, you are not authorized to access or use the Service.

3. CHANGES TO THE TERMS

These Terms are effective as of date listed above. We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms of Service on our website. In the case of material changes, we will use commercially reasonable efforts to provide additional notice, such as via email or other direct communication channels. Your continued use of the Service after such modifications constitutes your acceptance of the new Terms. If you do not agree to the Revised Terms, you may cancel your subscription from your PAS account or by contacting StreamSoft Inc. at [email protected].

4. ACCOUNTS

To access most features of the Service, you must register for an account. When you create an account with us, you guarantee that you are above the age of 18, or, if under 18, have parental or guardian consent, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Platform.

You are responsible for maintaining the confidentiality of your password and for all activity that occurs under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate playback or accounts, remove or edit content, or cancel orders in our sole discretion.

Any information that you provide to StreamSoft Inc. is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Platform you consent to the collection and use of this information as set forth in the Privacy Policy.

Termination: We may terminate or suspend your account at any time, for any reason, including for breach of these Terms.

5. SUBSCRIPTIONS AND FEES

Some parts of the Services are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the current PAS Service Terms and Conditions unless cancelled by either party. You may cancel your Subscription renewal in your Pure Audio Streaming account or by contacting StreamSoft Inc. at [email protected].

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide StreamSoft Inc.’s Payment Service Provider (PSP) with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize StreamSoft Inc.’s PSP to charge all Subscription fees incurred through your account to any such PSP.

Except when required by law, paid Subscription fees and sales are non-refundable. StreamSoft Inc., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

6. PURCHASES

If you wish to purchase any product or service made available through the Services (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The Platform may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to product or service availability, errors in the description or price of the
product or service, errors in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

7. SALES

StreamSoft Inc. provides a service for sales of content. These sales are governed by the subscription and include a percentage fee for our services.

8. ADVERTISING

For certain free accounts and promotions, we may introduce appropriate advertising into the stream.

9. COMMUNICATIONS

By creating an account on our platform, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

10. CONTENT RIGHTS

The Pure Audio Streaming platform and all content on the Service, including the music catalog, is the intellectual property of StreamSoft Inc. or its licensors. You are granted a limited, personal, non-exclusive license to use this content for your personal, non-commercial purposes only.

You may not copy, reproduce, distribute, or otherwise exploit any content on the Service. Our delivery of content does not transfer any commercial or promotional rights to you.

You may not use the PAS Service in any way that is fraudulent, illegal or expressly prohibited by these Terms.

We have secured the necessary licenses from copyright holders and performance rights organizations to make music available on our platform.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of StreamSoft Inc.

11. COPYRIGHT POLICY

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Platform infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity, and to terminate when appropriate the account of users that engage in repeat Infringement.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to [email protected], with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad faith claims on the infringement of any Content found on and/or through the Platform on your copyright.

12. DMCA NOTICE & PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIMS

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• identification of the URL or other specific location on the Platform where the material that you claim is infringing is located;
• your address, telephone number, and email address; a 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;
• 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.

You can contact our team via email at l[email protected].

13. LINKS TO OTHER WEBSITES

Our Platform may contain links to third party web sites or services that are not owned or controlled by StreamSoft Inc. StreamSoft Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or websites.

You acknowledge and agree that StreamSoft Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. Please be sure to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

14. TERMINATION

We may terminate or suspend your account and bar access to the Platform immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

You may cancel your Subscription renewal in your Pure Audio Streaming account or by contacting StreamSoft Inc. at [email protected].

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

15. INDEMNIFICATION

You agree to defend, indemnify and hold harmless StreamSoft Inc. and its licensee and licensors, and their owners, employees, contractors, agents, officers, and directors (each an “Indemnified Party”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) incurred by or asserted against any Indemnified Party resulting from or arising out of a) your use and access of the Platform, by you or any person using your account and password; b) any breach of these Terms, or c) unauthorized access to Content posted on the Platform.

16. LIMITATION OF LIABILITY

Disclaimer of Warranty: The Service is provided “as is” and “as available” without any warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Your use of the Platform is at your sole risk.

StreamSoft Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Platform will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Platform is free of viruses or other harmful components; or d) the results of using the Platform will meet your requirements.

Limitation of Liability: To the maximum extent permitted by applicable law, in no event shall StreamSoft, and its subsidiaries, employees, officers, directors, shareholders, agents, affiliates, representatives, successors or assigns (the “StreamSoft parties”) be liable for (a) any, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses; or (b) any loss of use, data, business, or profits (whether direct or indirect), arising from the access, use or inability to use the PAS service or the PAS content.

You agree that your sole and exclusive remedy for any problems or dissatisfaction with the PAS service is to uninstall any PAS software and to stop using the PAS service.

17. RESOLUTION OF DISPUTES

If a dispute arises between you and StreamSoft Inc., our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and StreamSoft Inc. agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or our services (a “Claim”) in accordance with the subsections below or as we and you otherwise agree in writing.

In the event that either party to these Terms has a dispute relating to or arising from these Terms or the use of the Platform, it must immediately notify the other party in writing giving details of the dispute. If the parties cannot resolve the dispute within fourteen (14) days of receipt of the notice provided for above, the dispute will then be submitted to mediation by a mediator agreed to by both parties, or failing agreement, at the request of either party. If the matter is not resolved by mediation within fourteen (14) days from there, the matter will be submitted for arbitration in accordance with the Federal Arbitration Act (9 U.S.C. § 1 et seq.), by a single arbitrator to be appointed by the parties or, failing agreement, or at the request of either party. The arbitrator shall not have the power to maintain class action or class-wide procedures or provide either party with class-wide relief. Any such mediation or arbitration shall take place in San Francisco, California. Unless the parties agree otherwise, English shall be the sole language of all such proceedings. This arbitration provision shall survive termination of these Terms.

YOU HAVE A RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE AS DESCRIBED BELOW. UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE ARE WAIVING (i) THE RIGHT TO HAVE OUR DISPUTE HEARD BEFORE A JUDGE OR JURY, OR OTHERWISE TO BE DECIDED BY A COURT OR GOVERNMENT TRIBUNAL, and (ii) ANY ABILITY TO ASSERT OR PARTICIPATE ON A CLASS OR REPRESENTATIVE BASIS IN COURT OR IN ARBITRATION. ALL DISPUTES, EXCEPT AS STATED BELOW, MUST BE RESOLVED BY BINDING ARBITRATION WHEN EITHER YOU OR WE REQUEST IT.

You have the right to opt out of this agreement to arbitrate by sending written notice to StreamSoft Inc., 8600 Templeman Road, Forestville, CA, 95436, within 30 days of first accepting these Terms. Otherwise, this agreement to arbitrate will apply without limitation.

The arbitration shall be kept confidential by both parties, and either party may seek injunctive relieve before the United States District Court for the District of San Francisco or the state courts of California for the limited purposes of: (i) securing compliance with this arbitration provision pursuant to the Federal Arbitration Act; and (ii) enforcing the confidentiality of the arbitral proceedings.

BY AGREEING TO THIS ARBITRATION PROVISION, EACH PARTY UNDERSTANDS THAT BOTH YOU AND WE ARE WAIVING THE RIGHT TO SUE IN COURT AND
HAVE A JURY TRIAL. BOTH PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS THE PARTIES AGREE
OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

If these terms relating to class or representative procedures are legally unenforceable for any reason with respect to a claim, then this agreement to arbitrate will be inapplicable to that claim, and the claim will instead be handled through litigation in court, rather than by arbitration, on the terms below.

The arbitrator will have the power to award to a party any damages or other relief provided for under applicable law, with the exception of punitive damages to which neither party will be entitled.

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s decision will be final and binding on the parties. A party can file a written appeal to the arbitration administrator within 30 days of award issuance.

Subject to the foregoing, all disputes arising out of or related to these Terms, or your use of the Platform shall be governed by, construed and enforced in accordance with the laws of California, without giving effect to any principles of conflicts or choice of law. If the mandatory arbitration provisions above do not apply to any dispute relating to or arising from these Terms or the use of the Platform for any reason, such dispute shall be submitted to and resolved solely in the state or federal courts located in San Francisco, California without jury trial. Both parties hereby consent to the personal jurisdiction of these courts and waive any objection (including of inconvenient forum) to these courts hearing such disputes. No other court, whether state or federal, may hear any such complaint or dispute. BY ACCESSING AND/OR USING THE SERVICE, YOU IRREVOCABLY SUBMIT TO SUCH EXCLUSIVE JURISDICTION AND VENUE AND AGREEMENT TO WAIVE JURY TRIAL. This arbitration agreement shall be construed broadly to encompass any and all possible claims between you and StreamSoft Inc. that
are even tangentially related to the contractual relationship created by these Terms.

If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

18. EXCLUSIONS

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

19. ASSIGNMENT

You shall not transfer or assign these Terms or any right or obligation in these Terms, by operation of law or otherwise, without the prior written consent of StreamSoft Inc.

20. GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions. Failure to enforce any right or provision of these Terms and Conditions will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have had between us regarding the Services.

21. MODIFICATIONS

We reserve the right, at our sole discretion, to modify or replace these Terms at any time, and will notify you of any modification or new Terms. By using our Platform after any modification or replacement, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Platform. The modifications or replacements will not be retroactive, and the most current version of the Terms that you have agreed to will govern.

22. CONTACT INFORMATION

Please contact us at [email protected] for information on these Terms and Conditions.

Pure Audio Streaming, StreamSoft Inc, streamsoftinc.com, and the StreamSoft logo and type are trademarks of StreamSoft Inc. in the United States and other countries. All other trademarks, trade names, service marks, and logos referenced herein belong to
their respective companies.