1. Application of These Terms. These terms and conditions shall apply in respect of all goods and services Song Quest and or Steve Brickman (collectively “Song Quest”) provided to you (“you” or “Customer”) including, but not limited to, music composition (including lyrics), music performances, video composition (including lyrics), video performances, music production, video production, music recordings and video recordings, in whatever form (collectively the “Services”). You agree to these terms and conditions and, except to the extent that these terms and conditions are varied by mutual consent, they shall constitute the entire agreement between us.

2. Consideration. You agree that these terms and conditions are supported by valuable consideration, the receipt and adequacy of which are hereby acknowledged.

3. Intellectual Property Ownership and Restrictions on Use. Except as expressly set forth in these terms and conditions or otherwise expressly granted to you in writing by Song Quest, no rights (either by implication, estoppel or otherwise) are granted to you. The copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, or publication by you, directly or indirectly, of the material, including the removal or alteration of advertising, except pursuant to the express limited grant of rights hereunder is strictly prohibited.

Furthermore, Song Quest hereby grants to Customer a nonexclusive license to use the video and/or audio recordings in whatever form delivered to customer as part of the Services (the “Recordings “) for Customer’s personal, non-commercial home use only, provided that (1) Customer makes no modifications to the Recordings, (2) Customer keeps intact all copyright and other proprietary notices, and (3) Customer does not use the information or material in a manner that suggests an association with any of Song Quest’s products, services or brands. Customer may upload the Recordings to social media networking websites. Customer shall not use the Recordings in commercial projects and should not make or authorize any use, direct or indirect, of the Recordings for commercial purposes. Customer shall not sell, resell or make commercially available the Recordings. Customer shall not use the Recordings in connection with unlawful content. Customer shall not grant any sublicenses to a third party without the prior express written consent of Song Quest which may be withheld for any reason.

Customer agrees that Song Quest shall retain all right, title and interest in the Recordings as well as any modifications made to the Recordings as well as the Services by you and use of the Recordings by you is limited only to what has been designated in these Terms and Conditions. You acknowledge that Song Quest owns all right, title and interest in and to the Recordings except those rights specifically granted to you herein. You acknowledge that the copyrights in and to the Recordings are valid and original to Song Quest and that Song Quest is the owner thereof. You shall not, at any time during or after the effective term of this agreement, dispute or contest, directly or indirectly, Song Quest’s exclusive right and title to the Recordings or the validity thereof. Song Quest, however, does not warrant that it owns any or all right, title and interest in and to the Recordings including, but not limited to, the copyrights in the Recordings. Furthermore, Song Quest does not warrant that the Recordings do not infringe any valid right of any third party.

4. Customer Generated Content. “Customer Generated Content” means information, content or materials including, without limitation, data, text, images, photographs, videos, audiovisual visual works, musical compositions (including lyrics), sound recordings, Customer and or other person‘s names, likenesses, voices, usernames, profiles, appearances, performances and/or other biographical information or material, and any other material, ideas, concepts or suggestions, as well as links to data, text, images, photographs, videos, audiovisual works, musical compositions (including lyrics), sound recordings, Customer’s and or other persons’ names, likenesses, voices, usernames, profiles, appearances, performances and or other biographical information or material, web pages and any other material, ideas, concepts or suggestions, that you submit post, transmit or otherwise sent to Song Quest.

You agree that if you submit, post, transmit or otherwise send Song Quest any User Generated Content, you hereby grant Song Quest (and its licensees, distributors, agents, representatives and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, nonexclusive, irrevocable, fully-paid, sub licensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cachet, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform such User Generated Content, in whole or in part, in all media formats and channels now no known or hereafter devised for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicly traded or commercial purposes, all without further notice to you and with or without attribution.

You acknowledge that Song Quest may disclose material or content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (1) comply with a legal process, (2) enforce these Terms and Conditions, or (3) respond to any claims that the material or content violates the rights of third parties

Customer warrants that it owns what possesses the necessary rights, without the need for any permission from your payment to any other entity or person, to use, add to authorize SyQuest to use, distribute otherwise exploiting all man is permitted by these terms and conditions or copyright, trademark, Patton’s, trade secret, privacy and probably publicity rights and or other proprietary rights contain in any user generated content that you submit, upload, distributed, Sandler otherwise make available or transfers to cyclist

Customer warrants that it owns or possesses the necessary rights, without the need for any permission from or payment to any other entity or person, to use, and to authorize Song Quest to use, distribute or otherwise exploit in all manner permitted by these Terms and Conditions all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and/or other proprietary rights contained in any User Generated Content that you submit, upload, distribute, send or otherwise make available or transmit to Song Quest

5. DISCLAIMER. RECORDINGS AND OTHER SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. SONG QUEST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

6. Indemnification. You hereby agree to indemnify, defend and hold harmless Song Quest, its officers, directors, owners, employees, agents and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from: (1) anything related to the Services and/or the provision of the Services hereunder, (2) your violation of any term of these Terms and Conditions, (3) your violation of any third party right , including , without limitation, any copyright, property, or privacy right, or (4) any claim by a third party. You shall use your best efforts to cooperate with Song Quest in the defense of any claim. Song Quest reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

7. Limitation of liability. Under no circumstances, including, but not limited to, negligence, shall Song Quest be liable to you or any other person or entity for any direct, indirect, incidental, special or consequential damages including, without limitation, lost profits personal-injury and property damage of any nature whatsoever, that result from the Services hereunder. In no event shall Song Quest’s total liability for all damages, losses and causes of action whether in contract, tort (including, but not limited to, negligence) or otherwise exceed the amount paid by you, if any, or $100 (whichever is less) for activity related to the Services hereunder.

Moreover, under no circumstances shall Song Quest, its officers, directors, owners, employees, agents and representatives be held liable for any delay or failure in performance resulting directly or in directly from an act of force majeure or causes beyond Song Quest’s reasonable control including, without limitation, acts of God, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labor disputes, riots, civil disobediences, shortages of labor and materials, natural disasters, government actions, orders of domestic and foreign courts or tribunals, non-performance of third parties, or any reasons beyond the reasonable control of Song Quest.

8. Jurisdiction and Venue. You agree that any action of law or in equity arising out of or relating to these Terms and Conditions shall be filed in the Los Angeles County Superior Court in California or the United States District Court, Central District of California-Western Division and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such actions. You agree to waive trial by jury with respect to any dispute related to these Terms and Conditions. You agree that the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that claim, action or proceeding, in addition to any other relief. You agree that you are responsible for compliance with all applicable laws including, but not limited to, any applicable local laws.

9. Termination. These terms and conditions are effective until terminated by either you or Song Quest. You may terminate this agreement by notifying Song Quest of such termination by sending notice of such termination via email to info@SongQuest.com

Song Quest shall have the right to immediately terminate this agreement by giving written notice to you in the event that you do any of the following: (1) breach any of the provisions of these Terms and Conditions relating to the unauthorized assertion of rights in the Recordings, or (2) breach any of the provisions of this Agreement relating to the commercial use of the Recordings.

Upon termination of the agreement, all of your rights under these Terms and Conditions shall forthwith terminate and immediately revert to Song Quest and you shall immediately discontinue all use of the Recordings and Services at no cost whatsoever to Song Quest.

10. General provisions. These terms and conditions shall be governed by and construed in accordance with the laws of the state of California and the laws of the United States, without giving effect to any principles of conflicts of law. If any provision of these Terms of Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms and Conditions by Song Quest shall be deemed a further or continuing waiver of such provision or any other provision, and Song Quest’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. You agree that any cause of action arising out of or related to the Services herein must commence within one year after the cause of action accrues, otherwise, such cause of action shall be permanently barred

Nothing contained in these Terms and Conditions shall constitute this arrangement to be employment, a joint venture or a partnership.

11. Additional documents. You agree to execute any documents reasonably requested by Song Quest to effect any of the provisions of these Terms and Conditions