Effective as of October 1, 2017

Unitea is a service provided by Joox, LLC (“JOOX”, “we”, “our”, or “us”).

Our Terms of Use (“Terms”) govern all users of the JOOX service, the JOOX website (www.jooxmusic.com), all content or material (including the Virtual Items) made available by JOOX, any JOOX desktop and mobile apps, players, widgets, tools, applications, data, software, APIs, text, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, and any and all other social features, interactive features (collectively, the “JOOX Platform”) and other services provided by JOOX (any and all features and user functions derived from the JOOX Platform shall be hereafter defined as the “Services”). The Services and the JOOX Platform are the property of JOOX or JOOX’s licensors. Nothing in these Terms shall be deemed to confer any third-party rights or benefits.

Please read our Terms carefully as the Terms create a legally binding agreement between you and JOOX with respect to your use of the Services. You acknowledge that you have read and understood the Terms and agree to be bound by them. If you don’t agree with (or cannot comply with) the Terms, then you may not use the Services in any capacity. We reserve the right, at our discretion, to change, replace, or modify these Terms at any time. You can view the date of the latest modifications to the Terms at the very beginning of these Terms. Although we may attempt to notify you of any major changes made to these Terms, you are solely responsible for reviewing these Terms from time to time for any updates and your continued use of the Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue using the Services under the new version of the Terms, you may terminate these Terms by contacting us pursuant to the termination section below.

1. Description of the SERVICES

Here’s some information about all the ways you can enjoy JOOX.

1.1. Our Services

JOOX is the entire music experience in one app. JOOX allows users to listen to all of their streaming services on the JOOX Platform. The JOOX Platform and Services allows users to curate, share, and discover music via social feeds and direct messaging platforms. Users who use the Services can gain “Karma” points for listening to, interacting with, and curating an artist’s music, as well as supporting artists by going to their shows and purchasing their merchandise. JOOX may also integrate other third-party apps (such as festival apps so users can earn “Karma” points with their favorite festivals) to enhance user interactions.

1.2. JOOX Karma and Virtual Property

JOOX understands that its music lovers already stream their favorite songs, check into shows, and hype new artists to friends – so JOOX answers the question of “Why not get rewarded for it?” JOOX provides a unique platform that allows for its users to generate “Rewards”, “Badges, “Experiences” and “Karma” (collectively, the “Virtual Items”). Any and all algorithms relating to Virtual Items is the sole and exclusive property of JOOX.

JOOX may offer the option to purchase certain Virtual Items with “real world” money. Once acquired, Virtual Items can only be used to (i) license a variety of virtual goods offered by JOOX, and (ii) exchange Virtual Items for a variety of additional artist experience items offered by JOOX and/or artists, including VIP tickets to selected artist performances and artist merchandise. VIRTUAL ITEMS HAVE NO CASH VALUE. Virtual Items may also be granted by JOOX on a free, promotional or sale basis or, in certain circumstances, earned through use. Free and/or promotional Virtual Items offered by JOOX may expire at JOOX’s sole and absolute discretion at any time. Artist on the JOOX Platform may also grant Virtual Items and/or artist experience items to you in their absolute discretion and subject to the same restrictions herein. JOOX does not recognize any purported transfers of any Virtual Items or any other virtual property executed outside of the JOOX Platform, or the purported sale, gift or trade in the “real world” of anything that appears or originates in the JOOX Platform. Accordingly, you may not sell Virtual Items for “real” money, or exchange such Virtual Items for value outside of the JOOX Platform. Regardless of how acquired, Virtual Items do not accrue interest, and are not insured by the Federal Deposit Insurance Corporation (FDIC). You have no ownership or property right in or title to such Virtual Items or currency.

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1.3. JOOX Accounts

In order to access some of the features of the Services and the JOOX Platform, you would have to create a JOOX account (an “Account”). You may create an Account by following the instructions found on the homepage of the JOOX Platform. You are not permitted to use another user’s account, even if you have obtained such user’s permission. You must provide accurate and complete information when registering your Account. Users are solely responsible for all activity that occurs on their Accounts. Your password protects your Account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Services. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your Account by third parties, please notify us immediately and change your password as soon as possible. You must also immediately notify JOOX in the event of any suspected security breach or unauthorized use of your Account. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY ACCOUNT STORED OR HOSTED ON THE JOOX PLATFORM OR SERVERS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO SUCH ACCOUNTS ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF JOOX. JOOX does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void.

2. Right to Use the JOOX PLATFORM

Subject to your compliance with these Terms, JOOX grants you a limited, personal, non-exclusive, revocable, non-assignable, non-transferable right and license to make personal, non-commercial, entertainment use of the Services and the JOOX Platform (the “License”). Such License consists of the right to:

1. submit, upload, post, and maintain content on the JOOX Platform strictly as permitted in accordance with these Terms and any other applicable terms posted on the JOOX Platform from time to time;
2. participate in the community areas and communicate with other members of the JOOX community strictly in accordance with these Terms; and

iii. use the Services provided as part of the JOOX Platform strictly as permitted in accordance with these Terms and any other terms applicable to those Services from time to time.

Except for the rights expressly granted to you in these Terms, JOOX grants no right, title, or interest to you in the Services or JOOX Platform. You agree not to use the Services, the JOOX Platform, or any part thereof in any manner not expressly permitted by the Terms. This License shall remain in effect until and unless terminated by you or JOOX.

You acknowledge and agree that the Services and the JOOX Platform and all of the content and software applications found within it are licensed, not sold, to you, and JOOX and its licensors retain ownership of all copies of the foregoing even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (the “Device(s)”).

All JOOX trademarks, service marks, trade names, logos, domain names, and any other features of the JOOX brand (“JOOX Brand Features”) are the sole property of JOOX or its licensors. These Terms do not grant you any rights to use any JOOX Brand Features whether for commercial or non-commercial use.

3. License Restrictions

The License shall be granted under the condition that users remain in strict compliance with these Terms at all times during their use of the Joox Platform and the Services. This includes adhering to the following restrictions:

1. You must not copy, “rip”, capture, redistribute, reproduce, record, transfer, perform or display to the public, broadcast, or make available to the public, or attempt to do so, any part of the Services or the JOOX Platform and its content (or otherwise making any use thereof) which is not expressly permitted under these Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Services or the JOOX Platform or any part of it;
2. You must not use the Services to import or copy any local files you do not have the legal right to import or copy in this way;

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iii. You must not transfer copies of cached content from an authorized Device to any other Device via any means;

1. You must not, and must not permit any third party to, copy or adapt the object code of any part of the JOOX Platform or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the JOOX Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to content other than User Content;
2. You must not circumvent any technology used by JOOX, its licensors, or any third party to protect the JOOX Platform content or the Services or any other restrictions applied by JOOX or its licensors;
3. You must not sell, rent, sublicense or lease of any part of the Services or the JOOX Platform or in any way use any part of the JOOX Platform (other than User Content) in any way designed to create a content service or to replicate any part of the JOOX Platform;

vii. You must not employ any techniques or engage any service that misrepresents the popularity or any other analytical component of User Content on the JOOX Platform, or to misrepresent your activity on the JOOX Platform, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion;

viii. You must not remove or alter, or attempt to do so, any copyright, trademark, or other intellectual property notice contained on or provided through the Services or in any way appearing on the JOOX Platform;

1. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of the Services or any content found on the JOOX Platform;
2. You must not sell an Account or playlist, or otherwise accept any compensation, financial or otherwise, to influence the name of an Account or playlist or the content included on an Account or playlist;
3. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation; or

xii. You must not use the JOOX Platform to upload, post, store, transmit, display, copy, distribute, promote, make available to the public, or register a user name and/or username, which includes material that:

1. is offensive, abusive, libelous, defamatory, pornographic, threatening, or obscene, harassing, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in JOOX’s reasonable discretion;
2. is illegal, or intended to promote or commit an illegal act of any kind, including acts that violate, plagiarize, misappropriate or infringe the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right;
3. purposely includes personal data of third parties or is intended to solicit such personal data (including passwords of third parties);
4. contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, or any other harmful or malicious component or material that interferes with a user’s access to the Services;
5. impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
6. involves any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation;
7. interferes with or in any way disrupts the Services, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Services or any and all components of the JOOX Platform (including, without limitation, computer systems, network, usage rules, security components, authentication measures or any other protection measures applicable to the Services);
8. contains content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in JOOX’s reasonable opinion;
9. links to, references, or otherwise promotes commercial products or services, except as expressly authorized by JOOX; or
10. impersonates or misrepresents a user’s affiliation with another user, person, entity, or in any way is deemed fraudulent, false, or deceptive.

You agree to comply with the above conditions at any and all times during your use of the JOOX Platform, and acknowledge and agree that JOOX has the right, in its sole discretion, to terminate your Account or take such other action as we see fit if

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you breach any of the above conditions or any of the other terms contain in these Terms. This may include taking court action and/or reporting offending users to the relevant authorities. JOOX also retains the right to reclaim your username for any reason whatsoever.

4. Third Party Applications

The Services may be integrated, with, or provide you access to, third party applications, websites, databases, networks, serves, information, software, programs, systems, directories, products, or services (collectively, the “Third Party Applications”) to make available content, products, and/or services to you. JOOX assumes no responsibility for these Third Party Applications and is not responsible for their functionality, content, or nature of their use. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that JOOX does not endorse and is not responsible or liable for the behavior, features, content, or any practices of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications, which you shall do at your own risk. JOOX advises you to make any and all reasonable and/or necessary inquiries with any third party related to the Third Party Applications. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third Party Applications, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third Party Applications.

5. User-Generated Content

JOOX users may post, upload, store, transmit, submit, exchange, make available and/or contribute (“post”) content to the Services (which may include, for example, audio, graphics, comments, pictures, text, messages, information, playlist compilations, and/or other types of content) (collectively, the “User Content”). For the avoidance of doubt, “User Content” includes any such content posted to the JOOX Platform as well as any other part of the Services. You acknowledge and agree that this User Content is generated, owned, and controlled by you and not by JOOX.

You represent and warrant that, with respect to any User Content you post on JOOX, that you have the right to post such User Content, and that such User Content, or its use by JOOX, does not violate these Terms, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by JOOX or any artist, band, label, entity or individual without express written consent from such individual or entity.

JOOX may, but has no obligation to, monitor, review, or edit User Content. In all cases, JOOX reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in JOOX’s sole discretion, violates these Terms. JOOX may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.

You are solely responsible for all User Content that you post. JOOX is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST JOOX RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD JOOX HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

Any feedback, ideas or suggestions provided by you through any medium to JOOX in connection with the Services or the JOOX Platform is not confidential and you authorize JOOX to use such feedback without restriction and without payment to you. Feedback is considered a type of User Content.

6. Rights Grant to JOOX

In consideration for the rights granted to you under the Terms, you grant us the right (1) to allow the Services to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Services, (2) to provide advertising and other information to you, and (3) to allow our business partners to engage in the same activities. In any part

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of the Services, the content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some content licensed, provided to or otherwise made available by JOOX may contain advertising as part of the content. In such cases, JOOX will make such content available to you unmodified.

You grant JOOX a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including feedback, and your right to object to derogatory treatment of such User Content.

You agree that JOOX retains the unfettered right to modify the JOOX Platform and all aspects of the Virtual Items. You acknowledge that JOOX has been, is, and will be constantly making changes to the JOOX Platform. You further acknowledge that JOOX can and will, in its discretion, modify features, functions or abilities of any element of any of the JOOX Platform or Virtual Items (which may, among other things, make the Virtual Items substantially more valuable, effective or functional, or less valuable, effective or functional, more common or less common, or eliminated entirely). You acknowledge and agree that all Virtual Items represent a limited license right as governed by these Terms, and are not redeemable for any sum of money or monetary value from JOOX at any time.

7. Infringing Content, Blocking and Removal of Content

If JOOX is notified by a copyright holder that any content infringes a copyright, JOOX may in its absolute discretion take actions without prior notification to the provider of that content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to JOOX with a request to restore the removed content. If you discover or believe that any content posted within the JOOX Platform infringes your intellectual property rights or other rights or that any content does not comply with these Terms, please contact info@jooxmusic.com.

JOOX reserves the right to block, remove or delete any content posted on the JOOX Platform at any time, and to limit or restrict access to any such content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms, or applicable law, or is otherwise unacceptable to JOOX.

8. Services Limitations and Modifications

JOOX will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, JOOX reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand, agree, and accept that JOOX has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. This section will be enforced to the extent permissible by applicable law. JOOX and/or the owners of any content may, from time to time, remove any such content without notice to the extent permitted by applicable law.

9. Termination

These Terms will continue to apply to you until your Account is terminated by either you or JOOX. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content is irrevocable and will therefore continue after expiry or termination of any of the Terms for any reason. JOOX may terminate the Terms or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services and/or content located within the JOOX Platform, or non-compliance with these Terms. If you or JOOX terminate the Terms, or if JOOX suspends your access to the Services, you agree that JOOX shall have no liability or responsibility to you, and JOOX will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to

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terminate your JOOX account, please contact us at info@jooxmusic.com. This section will be enforced to the extent permissible by applicable law. You may terminate the Terms at any time by deleting your account.

Sections 3, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 herein, as well as any other sections of the Terms that, either explicitly or by their nature, must remain in effect even after termination of the Terms, shall survive termination.

We strive to create a safe and respectful community for everyone. We do not tolerate any content that promotes hate speech, harassment, bullying, or violence. Additionally, we do not permit the posting of spam, fraudulent or deceptive content, or any content that infringes on the intellectual property rights of others. We encourage our community to be mindful of the impact their words and actions have on others and to refrain from engaging in any behavior that could cause harm or discomfort. 

These terms include, but are not limited to, guidelines around hate speech, harassment, bullying, and violence, as well as spam, fraud, and deceptive content. We also have guidelines related to intellectual property, mindfulness and responsibility, sexual and graphic content, underage content, and minor safety. 

Our community is built on the principles of respect, safety, and accountability, and we ask that all users abide by these guidelines in order to maintain a positive and inclusive community. 

We reserve the right to remove any content or suspend any account that violates these guidelines, and encourage users to report any violations they encounter. By using our platform, you agree to these community guidelines and to work together with us to create a safe and respectful space for everyone.

Hate speech, harassment, bullying, and violence:

• No content promoting or condoning hate speech or discrimination based on race, ethnicity, national origin, religion, sexual orientation, gender identity, or disability.
• No content that targets individuals or groups with the intention of harassing, intimidating, or bullying them.
• No glorification of violence, threats of harm, or promotion of self-harm.

Spam, fraud, and deceptive content:

• No content that contains spam or fraudulent or deceptive information, including but not limited to false claims about products or services, pyramid schemes, or phishing scams.
• No content that misleads or deceives users, such as fake news or deepfakes.
• Intellectual property:
• No content that violates the intellectual property rights of others, including but not limited to copyright, trademark, or patent infringement.
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Mindfulness and responsibility:

• Users are responsible for the content they post and the impact it may have on others.
• Users should be mindful of the language they use and avoid using derogatory or offensive terms.
• Users should not engage in behavior that could cause harm or discomfort to others, such as doxxing or cyberbullying.
• Reporting and enforcement:
• Users are encouraged to report any violations of the community guidelines to the platform.
• The platform reserves the right to remove any content or suspend any account that violates the community guidelines.
• Repeated or severe violations may result in permanent suspension of an account.

Sexual and graphic content:

• • No sexually explicit content, including but not limited to pornography, nudity, or sexual activity.
  • No content that promotes or glorifies sexual violence or exploitation.
  • No content depicting gratuitous violence or gore.
  • Underage content:
  • No content featuring children or minors in a sexualized or suggestive manner.
  • No content that promotes or depicts sexual activity involving minors.
  • No content that exploits or endangers minors, including but not limited to child abuse, trafficking, or child pornography.

Minor safety:

• Users should not engage in any behavior that could put minors at risk, including but not limited to grooming, solicitation, or exploitation.
• Users should report any suspicious or inappropriate behavior involving minors to the platform.
• The platform may take additional measures to protect the safety of minors, including but not limited to age verification or content moderation.

Reporting and enforcement:

• Users are encouraged to report any violations of the community guidelines related to sexual and graphic content, underage content, or minor safety to the platform.
• The platform reserves the right to remove any content or suspend any account that violates these guidelines
• Violations of these guidelines may also be reported to law enforcement authorities.