1. HOW EVEN WORKS

1.1. The Site and Releases. EVEN Labs Inc. (“EVEN”, “we”, “us” or “our”) owns and operates a platform through its website located at www.even.biz and any associated app and any connected software (collectively, the “Site”) that allows:

1.1.1. Independent artists who are not affiliated with a distribution company and/or record label (“Approved Artists”), artists who are affiliated with a distribution company and/or record label (“Verified Artists”), as well as other creators, distributors, record labels and other licensors (each a “Licensor”, collectively “Licensors”) to create and sell digital assets (each a “Release”) that relate to or are associated with sound recordings, audiovisual content and associated artwork (“Licensor Content”) that the Licensor owns or controls; and

1.1.2. other users to preview, buy and display those Releases and access the associated Licensor Content.

1.2. Functionality, Access and Merchandise. The Site enables users that have purchased or otherwise lawfully acquired Releases (“Holders”) to access and play back associated Licensor Content via the content player available on the Site (“Site Player”) for the duration of the Release Period (as defined below”).. Licensors may additionally offer access to benefits and experiences such as private views and shows, Q&A sessions and meet-and-greet sessions (“Access”) and the right for Holders to redeem or be entitled to purchase physical goods such as CDs, vinyl records, cassette tapes, clothing and other merchandise (“Merchandise”) in connection with their Releases. Any Access and Merchandise available in respect of each Release is determined by the Licensor.

1.3. Release Period. The period during which Holders are entitled to access, playback and/or receive a download (if applicable) of the Licensor Content shall be determined by the Licensor in each case for each Release (the “Release Period”). Prior to purchase of a Release, we shall inform you via the Site of: (i) the date on which the Release Period commences (which may be prior to the general release date for the applicable Licensor Content); and (ii) the minimum length of the Release Period. You understand that while the Licensor may choose (in their discretion) to maintain access to the Licensor Content beyond the minimum period, they are not required to do so and once the Licensor removes or requests EVEN to remove access to the Licensor Content on or following the minimum period, you shall no longer be able to access, play or download the Licensor Content through the Site. EVEN requires each Release to have a minimum of a 30-day Release Period.

1.4. EVEN’s role. The Site is a hosting service and administrative platform that facilitates transactions of Releases between Licensors and other users. EVEN operates and maintains the Site, including the associated tools, functionality and software (such as the Site Player) only. EVEN is not a party to any transaction or agreement between Licensors and other users in relation to the sale and purchase of Releases, including, without limitation, in connection with any associated Access and/or Merchandise. 1.5. Buying a Release. If you buy a Release: (i) that transaction is a contract between you and the relevant Licensor; (ii) that Licensor shall be the seller of record in respect of that Release; and (iii) you understand and agree that the Licensor is responsible for all aspects of the sale, provision and delivery of the Release and any associated Access and/or Merchandise.

1.6. Ownership. When a Holder purchases a Release, they own that Release and any Merchandise they receive in connection with that purchase. That Holder does not own the Licensor Content in that Release, but is granted certain rights to use that Licensor Content for the Release Period. Further, for the avoidance of doubt, that Holder does not own any portion of the musical composition(s) embodied in the sound recording(s) associated with the Release. Usage rights are determined by the relevant Licensor for each Release and may include, for example, the right to stream the audio of the Release via the Site Player or the right to download and listen to the audio of the Release offline.

1.7. These Terms of Use. These terms and conditions and any documents they expressly incorporate by reference (collectively, the “Terms of Use”) form a legal agreement between you and EVEN that governs:

1.7.1. our operation, maintenance and provision of the Site, including any content, services and tools offered on or via the Site and the functionality that enables Licensors to create Releases and enables you to browse, preview, buy and display Releases (collectively, “Services”); and

1.7.2. your access to and use of the Services.

1.8. Application of Terms of Use. The main body of these Terms of Use apply to all users of the Services, including, without limitation, Licensors. The provisions set out in the Additional Licensor Terms Appendix below apply to Licensors only and are incorporated into these Terms of Use by reference.