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SESH TERMS OF USE

1. ACCEPTANCE OF TERMS

By accessing or using the Sesh Tech Labs, LLC ("Sesh") cloud-based platform (the "Service"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

2. DESCRIPTION OF SERVICE

The Service is a cloud-based platform that allows you to store, access, collaborate and share music files for a monthly subscription fee.

3. ACCOUNT REGISTRATION AND SECURITY

3.1. To access certain features of the Service, you must create an account. You agree to provide accurate, complete, and up-to-date information when creating your account.

3.2. You are solelyresponsible for maintaining the confidentiality of your account information and for all activities that occur under youraccount.

3.3. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

3.4. Account Sharing Prohibited: You may not share your account with any other person. Each account is for the exclusive use of the individual who registered it. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Service is personal to you and not assignable or transferable.

4. ACCESS, USE AND WARRANTY

4.1. License:Subject to your acceptance of and compliance with these Terms and your payment of Charges applicable thereto (as described in Section 5.1 below), we grant you a limited, non-exclusive, non-transferable, revocable license, to access and usethe Service for your personal, non-commercialuse only.

4.2. Restrictions: You may not use the Service for any illegal or unauthorized purpose. You agree not to:

  • Modify, copy, adapt, translate, disassemble, decompile, reverse engineer, modify or create derivative works of the Service or its documentation, nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.
  • Remove any copyright, trademark, or other proprietary notices from theService.
  • Use any robot, spider, or other automatic device to access the Service.
  • Interfere with or disrupt the integrity or performance of the Service.
  • Attempt to gain unauthorized access to any part of the Service or allow access or use of the Service or display the Service or its user interfaces to any third party.
  • Transfer, assign, lease, lend or rent the Service or its documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
  • Disclose to any third party any comparison of the results of operation of the Service with other products or services.
  • Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, malicious code, or material in violation of third-party privacy rights.

4.3. As-Is - No Warranty.The Service Is provided as-Is without warranty.EXCEPT AS EXPRESSLY SET FORTH HEREIN, SESH MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SESH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PARTIES SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

5. SUBSCRIPTION AND PAYMENTS

5.1 Charges. You agree that Sesh may charge your credit card, debit card, or other payment mechanism selected by you and approved by Sesh (“Payment Method”) for all amounts due and owing in connection with your use of the Service, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that Sesh submits to your chosen Payment Method before Sesh could reasonably act on your changes. Additionally, you agree to permit Sesh to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. Sesh further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize Sesh to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.

5.2 Non-Cancelable and Non-Refundable Charges. You agree that all payments are non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by Sesh, required by Law, or set forth in your Order Form.

5.3 Changes to Pricing. Sesh may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Sesh will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.

5.4 Promotional Rates and Discounts. The expiration of the discount or promotional pricing may expire without additional notice to you, unless otherwise specified or as required by applicable Law. Sesh reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.

5.5 Collection of Charges. You agree that if Sesh is unable to collect the Charges for the Services through your Payment Method, Sesh may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by Sesh in connection with such collection activity, including collection fees, court costs, and reasonable attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, Sesh may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.

5.6 Termination or Suspension for Nonpayment. Without limiting our rights in any other section of this Agreement, if any failure to pay Charges continues for five (5) calendar days following the due date, Sesh may terminate, suspend, or disconnect your Services immediately and without prior notice.

5.7 Billing Communications. You agree that Sesh may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.

5.8 Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. You may contact Sesh at contact@sesh.com with any such request. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this Section 5.8. Nothing in this Section 5.8 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.

5.9. Cancellation:In order to terminate or modify the affected Services, you must provide notice to Sesh, via the billing portal (if available for your account) or in an email to contact@sesh.com in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.

6. END USER RESPONSIBILITY

6.1. You are solely responsible for the music files you upload, store, or share through the Service. You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Services and Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable Sesh policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by Sesh.

6.2 Violations by End Users or Third Parties. Sesh assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact Sesh at contact@sesh.com.

6.3 Liability for Content and Data. Under no circumstances will Sesh be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content. You agree to Indemnify and hold Sesh, its affiliates and any successors in interest thereto, harmless for any such liabilities.

6.4 Investigation of Use. Sesh may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.

6.5.  You are solely responsible for compliance with all Laws and regulations pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use, license or generate Customer Content and to provide appropriate notices of third-party rights. Sesh may delete any Customer Content, at any time without notice to you if Sesh becomes aware that it violates any provision of this Agreement or any applicable Laws. You retain all ownership rights in your Customer Content subject to any license or other rights granted herein. For the avoidance of doubt, you agree not to upload, store, or share any files that are illegal, infringing, or harmful.

6.6. You are solely responsible for your and your End Users’ compliance with all Laws that apply to your and your End Users’ access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow Sesh and Sesh’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software. You agree to comply with all applicable laws and regulations when using the Service.

7. PROHIBITED CONDUCT

You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Services or Software in violation of our Acceptable Use Guidelines (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts Sesh’s networks, your account, Host rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vii) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (viii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or Sesh security systems; (xi) use the Services or Software in violation of any Sesh policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xiii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and Sesh.

8. INTELLECTUAL PROPERTY

8.1.The Service and its original content, features, and functionality are and will remain the exclusive property of Sesh and its licensors.

8.2. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Sesh, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section 10.5), (ii) all Feedback (as provided in Section 16.5), (iii) the Services and Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Services or Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“Sesh Marks”) associated or displayed with the Services or Software, together with the goodwill associated with any of the foregoing Sesh Marks (all of the foregoing, collectively “Sesh Property”). You may not frame or utilize framing techniques to enclose any Sesh Marks, or other proprietary materials or information (including images, text, page layout, or form) of Sesh without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing Sesh Marks without our express prior written consent. No rights to use the Sesh Marks are provided to you herein.

8.3. You agree not to copy, modify, reproduce, distribute, or create derivative works based on the Service.

8.4 Reservation of Rights. Sesh reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any Sesh Property or the Property of its affiliates, parent companies, or other intellectual property provided in connection with this Agreement or the Services or Software.

9. LIMITATION OF LIABILITY

9.1. Cap on Liability.IN NO EVENT SHALL SESH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT OF CHARGES PAID OR OWING BY THE END USER HEREUNDER IN THE ONE (1) MONTH PRECEDING THE INCIDENT.

9.2. Exclusion of Damages. IN NO EVENT SHALL SESH,ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVEDAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TOACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (iii) ANY CONTENT OBTAINED FROM THE SERVICE;OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHERLEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

9.3. Commencement of Claims. Except for actions for non-payment or breach of either party's intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than one (1) year after the cause of action has accrued.

10. INDEMNIFICATION

To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold Sesh and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your or your End User’s use of the Services or Software, (ii) your or your End User’s breach of this Agreement or violation of applicable Law, (iii) your or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User’s acts or omissions.

11. DISPUTE RESOLUTION

You agree to resolve certain disputes with Sesh through binding arbitration (“Arbitration Agreement”). Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. This Arbitration Agreement supersedes all prior versions.

11.1 Covered Disputes. You and Sesh agree that any dispute or claim between you and Sesh arising out of or relating to this Agreement or the Services (a “Dispute”), including any related software, hardware, integrations, advertising or marketing communications, your account, or any aspects of your relationship or transactions with Zoom, will be resolved by binding arbitration, rather than in court. For purposes of this Arbitration Agreement, a Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. LAWSUITS AND ARBITRATIONS HAVE BEEN FILED, OR MAY BE FILED IN THE FUTURE, WHICH COULD AFFECT YOU. YOUR AGREEMENT TO THIS ARBITRATION AGREEMENT COULD AFFECT YOUR PARTICIPATION IN THOSE ACTIONS.

11.2 Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration of the following types of claims brought by either you or Sesh: (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

11.3 Informal Dispute Resolution First. We want to address any Disputes without needing arbitration. If you have a Dispute with Zoom, prior to initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to ATTN: Legal Department, Sesh, 1600 National Avenue, San Diego, CA 92113 so that we can work together to resolve the Dispute. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. Likewise, if Sesh has a Dispute with you, Sesh will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Sesh account. If the Dispute is not resolved within sixty (60) calendar days of when either you or Sesh submitted a Pre-Arbitration Demand, an arbitration can be brought. If you or Sesh have a Dispute involving claims under the exception to arbitration in Section 27.2(2), then this Section 11.3 does not apply to such Dispute. You agree that compliance with this Section 11.3 is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

11.4 Arbitration Procedure. If, after completing the informal dispute resolution process set out in Section 27.3, either you or Sesh wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you shall be sent to the Sesh Legal Department address in Section 11.3. Sesh will send any arbitration demand to the email address associated with your Sesh account or to your counsel, if any. You and Sesh agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply for whatever reason, then the state laws governing arbitration procedures where you reside apply.

The applicable arbitration provider depends on where you live. If you are a California resident, the arbitration shall be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules, available at https://www.adrservices.com/services-2/arbitration-rules. If you are not a California resident, the arbitration shall be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator shall be appointed to resolve that dispute.

Arbitration hearings will take place through videoconferencing by default, unless you and Sesh agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. An arbitration award shall have no preclusive effect in another arbitration or court proceeding involving Sesh and a different individual. The arbitrator shall have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration.

If a request to proceed in small claims court is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. If you or Sesh challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election shall be severed from this Arbitration Agreement as to your Dispute. However, such court determination shall have no preclusive effect in another arbitration or court proceeding involving Sesh and a different individual.

11.5 Jury Trial Waiver. You and Sesh hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Sesh are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.2 above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

11.6 Mass Action Waiver. You and Sesh agree that, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 27.6 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Sesh agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and shall be pursued in the state or federal courts located in San Diego, California. This subsection does not prevent you or Sesh from participating in a class-wide settlement of claims.

11.7 Requirement to File Within One Year. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines shall be tolled while the parties engage in the informal dispute resolution process required by Section 11.3 above

11.8 Severability. Except as provided in Section 27.6 above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

Any dispute arising out of or in connection with these Terms or the Service shall be resolved through binding arbitration in accordance with therules of the American Arbitration Association.

12. GOVERNING LAW

These Terms andyour use of the Service shall be governed by and construed in accordance with the laws of the State of California, without regard to itsconflict of law provisions. Except as otherwise provided in Section 12, the parties consent to the exclusive jurisdiction and venue of the state courts located in and serving San Diego County, California, and the federal courts in the Southern District of California. Notwithstanding the above, you and Sesh agree that this paragraph does not preclude either you or us from initiating any proceedings (including nullity proceedings) before the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the United States Copyright Office, or any foreign patent, trademark, or copyright office, as long as any such proceeding relates to the validity, enforceability, or unenforceability of any copyright, patent, trademark, or other intellectual property right owned or assigned to either you or Sesh. If you are acting as a consumer under this Agreement and are domiciled in a Member State of the European Union or the European Economic Area, or in the United Kingdom, the foregoing choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the Laws applicable to you where you habitually reside.

13. CALIFORNIA PRIVACY RIGHTS

Under California Civil Code Section 1798.83 and the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 ("CCPA"), California residents have the right to request certain informationregarding our disclosure of personal information to third parties for their direct marketing purposes.

Where we process your personal data, personal information, or personally identifiable information in the provision of Services to you, you acknowledge that Sesh is acting on your behalf and you determine the means and purposes of the processing.

If you are (i) a “business” and we process “personal information” (as those terms are defined by the CCPA) on your behalf, (ii) a “controller” and we process “personal data” (as those terms are defined by other applicable US state data privacy Laws) on your behalf, or (iii) you meet both criteria set out in (i) and (ii), then our US State Law Privacy Addendum is incorporated herein by reference and applies to our “processing” of your “personal information” and “personal data” (as those terms are defined under the aforementioned Laws).

14. TERMINATION

Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, Sesh may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If Sesh chooses to suspend your Services and the failure to comply continues, Sesh may exercise any or all of its termination rights in this Section 12. Additionally, Sesh may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that Sesh may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.

15. MODIFICATIONS TO THIS AGREEMENT

15.1 General Changes. Sesh may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 15.1. Changes to these Terms will be posted https://seshmusic.io/terms-of-useswhich you should regularly check for the most recent version and also save the most up to date version in your files. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, Sesh may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, Sesh will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.

15.2 Other Changes. You agree that Sesh may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. In most instances, you may subscribe to these webpages using an authorized email in order to receive certain updates to policies and notices.

15.3 Change Notifications. It is your responsibility to keep your email address up to date for any notices that Sesh may send to you from time to time and to regularly review these Terms, by reviewing these https://seshmusic.io/terms-of-use.

16. CONFIDENTIALITY

16.1 Definition. “Confidential Information” means: (i) with respect to Sesh any information disclosed by, for, or on behalf of Sesh directly or indirectly, to you or any End User in connection with this Agreement, the Services or Software, or learned or accessed by you or any End User in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“Sesh Confidential Information”); and (ii) with respect to you, any information disclosed by you to Sesh that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”).

16.2 Exclusions. Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

16.3 Obligation of Confidentiality. You and Sesh shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor Sesh will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, Sesh also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.

16.4 Permitted and Compelled Disclosures. Notwithstanding the restrictions in this Section 16 and without limiting any other rights of Sesh including our disclosure rights without notice, we may disclose Customer Confidential Information received in connection with this Agreement, the Services, or Software to the extent required by applicable Law; provided, however, that Sesh will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by Sesh in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or Sesh’s rights or property.

16.5 Feedback and Analytics.You may choose to, but are not required to, provide suggestions, data, feedback and other information to Sesh regarding possible improvements in the operation, functionality or use of the Service and related Sesh products or services (“Feedback”). You hereby grant to Sesh a non-exclusive, perpetual, irrevocable, royalty-free and fully paid up license to use, copy, display, modify, create derivative works of and distribute any Feedback, and to make, have made, use, lease, sell, offer for sale, import, export or otherwise transfer any Sesh product or service offering covered by any intellectual property rights in such Feedback solely for the purpose of (i) improving the operation, functionality or use of any Sesh existing and future product and service offerings and commercializing such offerings; and (ii) publishing aggregated statistics about Sesh products or services, provided that no data in any such publication can be used to specifically identify you, subject to the terms of the Sesh Privacy Policy.

17. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and Sesh and govern your use of the Service, superseding any prior agreements.

18. DEFINITIONS 

The following definitions apply to this Agreement.

“Customer Data” means information provided to Zoom so that Zoom can fulfill the terms of this Agreement and provide access to the Services (e.g., company name, billing address, contact name and information).

“End User” means a Host or Participant who uses the Services.

“Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.

“Law” means all U.S. or non-U.S. national, regional, state, provincial or local law, statute, rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or policy applicable to Zoom’s provision of and your use of the Services or Software.

“Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights.

“Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.

“Services” means (i) any services described in Section 2 of this Agreement made available to you, (ii) any additional services provided by Sesh to you, in its sole discretion, in connection with this Agreement and whether or not described in Section 2; (iii) any support services provided by Sesh to you in accordance; and (iv) the Sesh Website, including any access to or use of Sesh

“Website” means Sesh’s website or such other website as Sesh may maintain from time to time.