TERMS & CONDITIONS

UPDATED: February 25, 2024

These Terms & Conditions (“Terms” AKA "Terms of Use") are a legal agreement between you and Watershed Music Group LLC, including itself, its subsidiaries and affiliates, each respectively ("we," "us," the "Company") that governs your access to and use of websites and services offered through the Company's websites, including, without limitation, the sites located at the following websites ("Services"):

https://watershedmusic.com

https://watershedmusicpublishing.com

https://watershedlabelservices.com

https://watershedmusicdistribution.com

References to “you” and “your” mean any person or legal entity that visits, accesses, or uses the Services.

By accessing or using the services provided on this website, you agree to be bound by these terms. IF YOU ACCESS OR USE THE SERVICES ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN YOU HEREBY REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT COMPANY, ORGANIZATION, OR ENTITY TO THESE TERMS, AND THE TERM “YOU” INCLUDES THAT COMPANY, ORGANIZATION, OR ENTITY.

Additional Terms

Before accessing and using certain Services available through our site, you may be presented and required to agree to additional terms in lieu of or in addition to these Terms, including (“Additional Terms”). Additional Terms may be presented online or offline, in electronic or hardcopy form. If you are an individual accessing or using the Services on behalf of a company, organization, or entity (such as your employer), you acknowledge and agree that your access and use of the Services may be governed by Additional Terms entered into by that company, organization, or entity. To the extent of a conflict between these Terms and any Additional Terms, the Additional Terms will govern.

Service Use

You agree that when using the Services, you will not engage in or attempt to engage in any improper uses. Improper uses include violating these Terms, as well as any applicable law or regulation.

All Sales Final

You agree that all sales and payments provided in exchange for our services are final and nonrefundable.

Privacy

When you use or access the Services, you authorize the Company to collect certain information about you, your use of the Services, and Services performance, and to use, transmit, process, and store that information in accordance with our Privacy Policy.

Changes To These Terms

The Company reserves the right to change these Terms at any time upon notice. The Company may give notice by making the updated Terms available through the Services, sending you an e-mail, or by any other reasonable means. Use of the Services after the update of any Terms date will constitute your acceptance of the updated Terms.

Third-Party Websites and Links

The Services and Content may contain links or references to third-party websites (“Linked Sites”), including websites that are wholly owned or partially owned by the Company. The Company is not responsible for the privacy policies, practices, or the content of such websites, as such responsibility belongs to the website owner.

Disclaimer of Warranties

To the maximum extent permitted by applicable law, our services are provided “AS-IS,” “WITH ALL FAULTS,” and “AS AVAILABLE,” AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON- INFRINGEMENT. IN PARTICULAR, THE COMPANY MAKES NO WARRANTY: (A) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE; (B) THAT ANY INFORMATION OR CONTENT OBTAINED THROUGH IT WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (C) THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED. THE SERVICES ACCESSED ARE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM.

Disclaimer of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; PROPERTY DAMAGE; LOSS OF PRIVACY; FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES, CONTENT, OR USER CONTENT, EVEN IF THE COMPANY OR ANY SUPPLIER, OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability and Exclusive Remedy

UNDER NO CIRCUMSTANCES AND NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WMG’s AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WMG WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WMG HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, THE COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold the Company and his directors, officers, employees, agents, members, partners, suppliers, and licensors harmless and will keep them indemnified from any third-party claim or demand, including reasonable attorneys’ fees, relating to or arising from: (a) your material (including anything you submit to us) or your use of the Services; (b) any violation by you of these Terms; or (c) your violation of any another party’s rights or applicable law. In addition, the Company reserves the right to assume, at its sole expense, the exclusive defense, and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

Governing Law and Venue

These Terms will be governed by and construed under the laws of the State of Texas without reference to its conflict of laws provisions. Subject to the Arbitration Provision, you agree to submit to the exclusive jurisdiction and venue in the state and federal courts sitting in the State of Texas for any and all disputes, claims, and actions arising from or in connection with the Services or these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

General

Section titles are only for convenience and have no legal or contractual significance. Any list of examples following “including” or “e.g.,” is illustrative and not exhaustive unless qualified by terms like “only” or “solely.” The Company's failure to act concerning a breach by you or others does not waive its rights to act concerning subsequent or similar breaches. A waiver will only be binding on the Company if it is in a written document signed by the Company. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining terms, covenants, and restrictions will remain in full force and effect. You and the Company intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and the Company agree that if any provision is deemed unenforceable, it will be modified to the extent necessary to make it enforceable, including its deletion. The Company may assign its rights and delegate its obligations under these Terms, in whole or in part, at any time with or without notice to you, and these Terms will be binding upon and inure to the benefit of the Company's successors and assigns. These Terms (including any incorporated terms) and any Additional Terms constitute the entire agreement between you and the Company concerning the Services. Both you and the Company warrant to each other that, in entering this agreement, neither the Company nor you have relied on nor will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms (including any incorporated terms) and any Additional Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you or the Company, and the Company's successors and assigns, will have any right to enforce these Terms.

Contact Information

The Company may give you all notices (including legal process) that the Company is required to give by any lawful method, including by making such notice available through the Services or on the Company's website or by sending it to any e-mail or mailing address you provide the Company. You acknowledge that if you do not provide the Company with current and accurate contact information, the Company may not be able to contact you.

You agree to send any notices by mailing it to the following address:

Watershed Music Group LLC

3839 McKinney Avenue, Suite 155 #2805, Dallas, TX 75204

Please send all legal notices to:

Northwest Registered Agent LLC

5900 Balcones Drive, Ste 100, Austin, TX 78731

and

Skabelund PLLC

1400 E. Southern Ave., Suite 1020, Tempe, AZ 85282