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Last Updated: October 4, 2024
Last Updated: September 27, 2024
NOTICE: BY USING OUR DISTRIBUTION SERVICE YOU AGREE TO THIS DISTRIBUTION AGREEMENT YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THE AGREEMENT. THIS AGREEMENT IS A BINDING CONTRACT, SO PLEASE READ ALL OF THE AGREEMENT BEFORE CLICKING TO AGREE.
Cashear, Inc, a Delaware limited liability company (“Cashear” or “Us”) operates a digital distribution service (the “Distribution Service”) to distribute your recordings to selected digital media services and social media platforms. Your use of the Distribution Service is governed by this Distribution Agreement (the “Agreement”) and Cashear’s User Guide [link], Terms of Use [link], Copyright Policy[link], and Privacy Policy[link], all of which are hereby incorporated into this Agreement by reference.
1. DISTRIBUTION OF YOUR RECORDINGS
1.1. Cashear's Distribution Service enables you to upload to our computer network digital files containing audio sound recordings and the underlying musical compositions, literary works, dramatic works, spoken word, and other content embodied in those sound recordings. Together, the recordings and the underlying content will be referred to as "Recordings." In this Agreement, the musical compositions and other content embodied in Recordings are sometimes referred to as “Underlying Content.”
1.2. Cashear has created the Cashear User Guide, which describes the technical requirements for the Recordings and related content that you submit to Cashear in connection with Cashear’s Distribution Service. By entering into this Distribution Agreement, you indicate that you have read, understand, and agree to the technical requirements and other terms and conditions in Cashear’s User Guide [link].
1.3. Cashear distributes digital media to its network of Consumer Destinations, including Digital Stores, Social Media Platforms, User-Generated Content Services ("UGC Services") (as each of these terms is defined below), and other digital media services. The Consumer Destinations may make your Recordings available to their End Users. You may select the Consumer Destinations in Cashear’s network to which you would like Cashear to distribute your Recordings.
1.4. For the purposes of this Agreement, the following terms are defined as follows:
A) “Consumer Destinations” means the Digital Stores, Social Media Platforms, UGC Services, and other digital media services, whether now existing or created in the future, to which Cashear distributes Recordings and related content.
B) “Digital Stores” means digital music and media stores, streaming services, and other digital media services within Cashear's distribution network including without limitation Spotify, Apple Music, Amazon, Deezer and Tidal, that sell or sub-license Recordings to End Users for use in any and all forms including without limitation interactive and non-interactive streaming, temporary or tethered download, permanent download, “scan and match” services, “cloud” services, digital jukeboxes, background music services, and audio-visual services.
C) “End Users” means the customers and other individuals who access Recordings from Consumer Destinations.
D) “Social Media Platforms” means: (a) Meta and any Meta properties, including without limitation Facebook, Messenger (including as integrated with other Meta messaging services other than WhatsApp), Instagram, Portal, Oculus, and all properties owned or operated by Meta Platforms, Inc. or its affiliates that are integrated with the foregoing products and services, including all of their features and functionality, and all players, pages, tools and APIs that are owned and controlled by Meta or its affiliates (the “Meta Platforms”), (b) TikTok, and (c) social media services comparable or similar to the ones described in (a) and (b).
2.2. Regarding the Consumer Destinations in Cashear’s distribution network, you understand and acknowledge that Cashear is not responsible for what Consumer Destinations do, and by electing to make your Recordings available at a Consumer Destination, you agree to accept and have your Recordings made available to its End Users according to the Consumer Destination’s pricing structure and other practices and policies and in accordance with Cashear’s agreement with the Consumer Destination.
E) “UGC Services” means Cashear’s third-party partners or licensees that offer digital media services permitting the creation, use and exploitation of so-called “remixes” of your Recordings and so-called “user generated content” embodying your Recordings, including without limitation the “YouTube Platforms.”
F) The “YouTube Platforms” means all websites and applications available from www.youtube.com and any subdomains including without limitation the main YouTube digital media service, the YouTube video player, the YouTube app, YouTube Music, the YouTube Music app, related websites, services, and applications, and any of the foregoing that are made available for syndication.
1.5. The Digital Stores, Social Media Platforms, UGC Services, and other websites and digital media services within the scope of this Agreement include all mirror, derivative, successor, and international versions of them, and any features of them made available to paying or non-paying users through application programming interfaces ("APIs"), software applications, and any other product, service, or device, including embeds and playback pages, capable of accessing the audio-only recordings, audio-visual recordings, and livestreaming made available on or through those websites and digital media services, even if accessed through a means other than such websites and digital media services.
2. CONSUMER DESTINATIONS
2.1. You understand and acknowledge that Cashear distributes Recordings only to those Customer Destinations in Cashear’s distribution network, which is determined by Cashear in its sole discretion.
2.3. Regarding the Consumer Destinations in Cashear’s distribution network, you understand and acknowledge that: (a) Cashear will distribute your Recordings to your selected Consumer Destinations on a worldwide basis and that you cannot choose only certain countries or territories for particular Recordings; (b) Cashear may decline to distribute (or remove from Consumer Destinations) your Recording(s) if Cashear receives notice of any legal claim or concern regarding the particular Recording(s), if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Consumer Destination, or for any other reason in our sole business judgment; and (c) by opting into a Consumer Destination, you warrant to Cashear that you have read, understand, and agree to be bound by all of the terms and conditions of that Consumer Destination, and that you and your Recordings, metadata, and other content will comply fully with those terms and conditions.
2.4. Regarding the Consumer Destinations in Cashear’s distribution network, you understand and acknowledge that if Cashear’s agreement with any Consumer Destination expires or terminates, or if that Consumer Destination ceases to operate entirely or in a particular territory then, to such extent, Recordings will no longer be available through that Consumer Destination.
3. GRANT OF RIGHTS
3.1. You grant Cashear the irrevocable, non-exclusive, sub-licensable right and license during the Term and throughout the Territory:
A) To reproduce your Recordings and distribute them to Consumer Destinations so that the Consumer Destinations may advertise, market, sell and sublicense your Recordings to their End Users by and in any and all digital formats (except for CDs or other physical goods), configurations (singles, albums, etc.), technologies and methods, whether now existing or created in the future, and to deliver your Recordings to any and all devices (smartphones, personal computers, tablets, etc.), whether now existing or created in the future; and
B) To grant Social Media Platforms and UGC Services the right to synchronize and authorize their End Users to synchronize your Recordings with visual images and combine your Recordings with any series of still or moving images, either pre-capture, post-capture or as a live stream; and
C) To grant Social Media Platforms and UGC Services the rights to use and include your Recordings and remixes of your Recordings in “Combined Content” which means the combination of two (2) or more whole or partial audio-only tracks which may be mixed, remixed, edited or mashed up; and
D) To grant Social Media Platforms and UGC Services the rights to store, host, reformat, make interactive streams of, make conditional (“limited” or “tethered”) downloads of, and display your Recordings as they have been embodied in user videos, audio-only tracks (including remixes), Combined Content, and to make your Recordings available on and through the Social Media Platforms and UGC Services, including in embedded video players; and
E) To grant Social Media Platforms and UGC Services the rights to reproduce, distribute, and prepare derivative works based upon your Recordings (including synchronization rights and remix rights), to the extent necessary for the purpose of engaging in any of the activities described in or contemplated by this Agreement, to collect all income from those activities, and to create reference files and audio fingerprints of the Recordings, and to store and use such files; and
F) To grant Social Media Platforms and UGC Services all necessary rights to include the Recordings (and to pass through such rights to End Users), in Google’s so-called “AudioSwap Library” (or any successor product thereto which is owned or controlled by Google) and similar “libraries” of the Social Media Platforms or UGC Services, which consist of master recordings any of which End Users may add to their user videos and/or Combined Content; and
G) To grant Social Media Platforms and UGC Services the rights to display album and track artwork in association with videos and audio-only tracks created in connection with the UGC Services; and
H) To grant Social Media Platforms and UGC Services the rights to (and to pass through such rights to music labels and End Users): (a) create so-called “art tracks” using your Recordings; (b) create reference files and audio fingerprints of your Recordings; and (c) use your Recordings in social media sites and services that include musical emojis, musical stickers, video re-mix, send-a-lyric, virtual reality experiences, and singalong with lyrics; and
I) To grant Social Media Platforms and UGC Services the rights to display and otherwise use your artist(s) and/or music label name and logo and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and their approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you (“Materials”), on Cashear’s website(s), on the Consumer Destinations’ websites and services, and in any marketing, advertising or promotional materials for Cashear’s Service or for the Consumer Destinations; and
J) To grant the Consumer Destinations the rights, should they choose to, to create editorial content regarding you and your Recordings and to classify or categorize you and your Recordings by musical or other genre; and
K) To collect income from the Consumer Destinations from their exploitation of your Recordings, and to collect income after the Term from exploitation of your Recordings during the Term; and
L) To notify Consumer Destinations and other third parties of our rights and relationship according to Distribution Agreement, and to include your name and logo in any listing of Cashear users or licensors.
3.2. You also grant to Cashear and to your selected Consumer Destinations the non-exclusive, sub-licensable right and license to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as described in and as contemplated by this Distribution Agreement, including to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to Cashear’s agreements with those Consumer Destinations, as may be revised or amended from time to time during the Term of this Agreement.
3.3. You also grant to Cashear the non-exclusive right to make and perform clips of your Recordings up to ninety (90) seconds in length via streaming or download free of charge (the “Promo Clips”) to promote the artist, band, or exploitation of the particular Recordings. To the extent that you own or control the publishing rights in the musical compositions embodied in your Recordings (or any underlying rights embodied in non-musical recordings) used in the Promo Clips, you authorize Cashear to make and perform clips of such Underlying Content up to ninety (90) seconds in length via streaming or download free of charge to promote the artist, band, or exploitation of applicable Recordings. The Promo Clips may be created by Cashear or any third party affiliated with Cashear by using any consecutive ninety (90) seconds of the applicable Recording(s).
3.4. You also grant to Cashear a direct license to publicly perform your Recordings on Cashear’s website(s) to promote Cashear’s products and services. If you are affiliated with a performing rights society, performing rights organization or other collection society (“PRO”) to which you have granted the right to administer the public performance rights in and to your Recordings or Underlying Content (such as musical compositions), you agree to notify each such PRO, according to your applicable PRO’s policies and procedures, of your agreement to grant the direct public performance license pursuant to this paragraph and as otherwise provided in this Distribution Agreement.
3.5. You also understand and agree that: (a) Consumer Destinations may grant to End Users rights to use your Recordings beyond the Term of this Agreement, even in perpetuity, as in the case of a purchased digital download of a musical track; (b) Consumer Destinations and Cashear may refuse to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to End Users) according to reasonable business judgments; and (c) You will be considered to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.
4. COLLECTION OF REVENUE
4.1. We will post to your Cashear account one hundred percent (100%) of the income that we earn and receive in United States Dollars in the United States from your selected Consumer Destinations
that is directly attributable to the Consumer Destinations’ exploitation of your Recordings, after deducting the following:
A) Any tax, fee or other charge related to the sale, license or other use made of your Recordings by the Consumer Destination or to the payment of money to you; and
B) Any revenue paid to your collaborator[s] by means of the “Cash Shares” feature of the Service, as described in Section 7 (Cash Shares) of this Agreement.
4.2. To the extent that Cashear has paid you a recoupable advance of money that has not been fully recouped (repaid), or if you owe Cashear money under the Terms of Use or otherwise, Cashear will have the right to deduct all or a portion of such amounts otherwise payable to you, in Cashshear’s sole discretion.
4.3. If Cashear receives a lump-sum payment from a Consumer Destination that is not owed to a particular user account, Cashear will exercise its discretion to determine if and to what extent any portion of such income will be payable to you under this Distribution Agreement. In exercising its discretion, among other methods of allocating and distributing the money, Cashear may decide to pay such money: (a) on a pro-rata basis based on the number of users with whom Cashear has distribution agreements; (b) Cashear’s historical earnings as determined solely by Cashear; or (c) based on the amount the Consumer Destination that made the lump-sum payment credits to Cashear for your Recordings after making the lump-sum payment.
4.4. If Cashear receives income in foreign currency, it will be converted to U.S. Dollars at the conversion rate that we obtain or at the current spot exchange rate at the time of the transaction from the Consumer Destination to Cashear, or from Cashear to you.
4.5. You understand and acknowledge that: (a) Consumer Destinations may retain for themselves a portion of the revenue that they receive from End Users and may deduct or withhold sums from the amount that they pay to Cashear; (b) Consumer Destinations may retain or withhold without limitation taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks; and (c) Cashear may rely on payments and accountings provided to Cashear by Consumer Destinations.
5. PAYMENT TO YOU
5.1. When you register for Cashear’s Distribution Service, you will create a username and password. Your username and password will enable you to access an online user dashboard for your account on our Service.
5.2. Once we receive a payment for you from a Consumer Destination, we will notify you via your Cashear account dashboard. You must then affirmatively accept and withdraw the payment from your Cashear account so that we can transmit the money to you.
5.3. As soon as Cashear credits a payment to your account, the money will be available for you to withdraw. If there are any bank fees or other charges related to your withdrawals, you will be responsible for paying them.
5.4. Cashear will make available to you through your user dashboard a portion of accounting statements that we receive from your selected Consumer Destinations for the applicable period. We may redact those statements to remove any confidential information or information related to third parties.
5.5. Cashear’s payment to you under this Section (Payment to You) is an “all-in” pay-through payment, from which you are solely responsible for paying and accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers and other third parties who you may be obligated to pay, to the extent that they are not paid by the Consumer Destinations, the Mechanical Licensing Collective, SoundExchange, or a performing right society, performing rights organization, or other collection society.
5.6. Cashear will only make payments to an individual account holder or any eligible account holder you have specified in your user dashboard, as described in Section 7 of this Agreement (Cash Shares).
5.7. If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, then you shall be responsible for paying anyone else.
5.8. Cashear makes payments to its users by various methods and may deduct fees incurred by Cashear in remitting payment. Cashear may change or add additional payment methods during the Term of this Agreement.
5.9. Your payment method must be acceptable to Cashear before Cashear will make payments to you. It is your responsibility to confirm that your payment method has been approved by Cashear and is functioning properly.
5.10. To the extent that you owe any amounts to Cashear pursuant to this Distribution Agreement, Cashear’s Terms of Use, or otherwise, Cashear will have the right to deduct such amounts from any income otherwise payable from Cashear to you.
5.11. You shall have no right to inspect or audit our books and records, or those of Consumer Destinations.
5.12. Any objection relating to any accounting statement or any claim related to a statement must be made, and any arbitration proceeding or lawsuit commenced no later than one (1) year after the date the statement is rendered, and you waive any longer statute of limitation that may be permitted by law.
6. TAX WITHHOLDING
6.1. If required by applicable law, Cashear may withhold payments to you, in whole or in part, pending receipt of your completed Form W-9 if you are a US resident for tax purposes or Form W-8 if you are a non-US resident for tax purposes, updated annually and at our request, or any other applicable tax-related forms indicating that no withholding is required.
6.2. If any information provided on your W-9 or W-8 form is incomplete, incorrect or misrepresented, Cashear reserves the right to withhold sums due to you until all appropriate and correct information that relieve the withholding is submitted to and received by us.
6.3. Cashear also reserves the right to withhold sums due to you if, based on appropriate and correct information that is timely submitted to and received by us, withholding is required under applicable law.
6.4. You agree to indemnify Cashear against and you will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information that you provide.
7. CASH SHARES
7.1. Eligible Cashear account owners can direct a portion of their income to other eligible Cashear accounts (referred to herein as “Share Collaborator(s)”) using the “Cash Shares” feature, as described in this Section. In order to create a shared payment for a Recording, you will need to provide Cashear with the email address associated with each Share Collaborator’s account and the percentage of revenue that each Share Collaborator should receive.
7.2. Once a Cash Share has been created, in order to receive their share of revenue, each Share Collaborator must confirm the details of the revenue split. If a revenue split is directed to an ineligible Cashear account or email address, is not confirmed by a Share Collaborator, or is otherwise invalid, the portion of the revenue attributed to that Share Collaborator will continue to be paid to the Cashear account owner who created the Share.
7.3. Income via certain Consumer Destinations, services and other revenue sources may not be eligible for shared payments. Such ineligible income sources may include revenue derived from (a) the exploitation of the rights in the underlying musical compositions embodied in Recordings; (b) the exploitation of Recordings on Meta Platforms; (c) YouTube Monetization of Recordings; and (d) Tidal direct artist payments.
7.4. Cashear account owners are solely responsible for all charges, fees, duties, taxes, and assessments that are payable in connection with income from Recordings under their Cashear accounts, including any portion(s) of such income that may be directed to a Shares Collaborator.
8. FREE TRIALS
8.1. If you use a so-called “Free Trial” of the Distribution Service or a new feature of the service, then the applicable provisions of this Distribution Agreement will govern that Free Trial, and Cashear will make such Free Trial available to you on a trial basis, free of charge, until the earlier of: (a) the end of the Free Trial period for which you agreed to use the Free Trial; or (b) the termination of the Free Trial by Cashear in its sole discretion. A Free Trial period may be extended by the mutual agreement of you and Cashear. Notwithstanding anything to the contrary in this Distribution Agreement, a Free Trial is provided “AS IS.”
8.2. CASHEAR MAKES NO REPRESENTATION OR WARRANTY AND WILL HAVE NO INDEMNIFICATION OR SIMILAR OBLIGATIONS TO YOU WITH RESPECT TO A FREE TRIAL. CASHEAR WILL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CASHEAR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO A FREE TRIAL IS US $10.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LIMITATION OF LIABILITY SECTION OF CASHEAR’S TERMS OF USE, YOU SHALL NOT USE THE FREE TRIAL IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY YOUR USE OF A FREE TRIAL. ANY RECORDINGS AND RELATED INFORMATION OR METADATA MAY BE PERMANENTLY LOST UPON THE TERMINATION OF THE FREE TRIAL.
9. TERM OF AGREEMENT
9.1. The term of this Agreement will begin on the date that you click “I Accept” and will continue unless and until the Agreement is terminated by either you or Cashear (the “Term”).
9.2. Cashear may terminate this Agreement for any reason including without limitation if we reasonably believe that you or any of your Recordings or other content have violated this Agreement or the terms and conditions of any Consumer Destination, that you or your Recordings infringe the intellectual property or other rights of any person or entity, if we are told by any Consumer Destination or reasonably believe that Consumer Destinations will not accept your Recordings or other content specifically or categorically, or that you are otherwise abusing our Distribution Service or any Consumer Destination or engaging in fraudulent or illegal activity.
9.3. Cashear may terminate this Agreement if the credit or debit card that you provided to us for the payment of Cashear’s fees or charges expires, is cancelled, if our attempts to charge your payment method are declined for any reason, or if we reasonably believe that charges on your card were incurred fraudulently.
9.4. Cashear may terminate this Agreement if our Distribution Service is discontinued for any reason.
9.5. If the Term of this Agreement ends, Cashear will notify all applicable Consumer Destinations and direct them to remove your Recordings and Cashear will have no further obligation to you other than to account and pay for monies earned during the Term. You understand and acknowledge that End Users who downloaded or otherwise accessed your Recordings may be able to retain and continue listening to your Recordings even after the Term of this Agreement is over.
10. TERRITORY
The territory of this Agreement is the universe.
11. YOUR RESPONSIBILITIES UNDER THIS AGREEMENT
11.1. You acknowledge and agree that you have read and understand Cashear’s Terms of Use [link] and Privacy Policy [link], and by using Cashear’s distribution service you have expressly accepted the terms and conditions set forth in them, as Cashear may amend them from time to time.
11.2. You acknowledge and agree that you are solely responsible for and have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses in order to distribute, reproduce, display, publicly perform, synchronize with audiovisual works or otherwise exploit the Underlying Content (including any lyrics of musical compositions), throughout the Territory for all Recordings and other Materials in order to enable Cashear and your selected Consumer Destinations to fully exploit all their rights under this Distribution Agreement free of any claims, liens, encumbrances or other restrictions.
11.3. Your uploading of Recordings and delivery of any other Materials shall be your unqualified representation and warranty to Cashear that you have obtained any and all rights necessary for Cashear and your selected Consumer Destinations to lawfully sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Distribution Agreement, including the waiver of all so-called “moral rights” under the laws of any jurisdiction, on your behalf as well as on behalf of any and all contributors involved in any manner with the creation and delivery of your Recordings.
11.4. To the extent that they are not paid directly by the Consumer Destinations, the Mechanical Licensing Collective, SoundExchange, or a performing right society, performing rights organization, or other collection society, you are solely responsible for and shall timely pay: (a) any and all royalties, including without limitation all mechanical royalties and synchronization fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other income or royalty participants from the sales, license, performance or other exploitation of your Recordings and Materials; (b) any and all royalties, including without limitation all mechanical royalties and synchronization fees, that may be payable by you to the owners or administrators of copyrighted recordings (for example, samples) or musical compositions embodied in your Recordings; (c) all payments that may be required under union, guild or other collective bargaining agreements applicable to you or to third parties, and (d) any other royalties (including without limitation mechanical royalties), fees or sums payable with respect to the Recordings or Materials, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations by Cashear or your selected Consumer Destinations of your Recordings for so-called performer’s rights, equitable remuneration rights or neighboring rights, however characterized under applicable law. If any portion of your Recordings are now or in the future administered in any territory(ies) by any PRO, you are obligated to notify such third-party PRO(s) of this Agreement. You understand and acknowledge that Cashear will not be making any such payments on your behalf or otherwise.
12. REPRESENTATIONS AND WARRANTIES
12.1. You represent and warrant to Cashear that:
A) You are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement; and
B) You own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by Cashear, your selected Consumer Destinations, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; and
C) You have secured all third-party grants of rights, consents, licenses and permissions necessary, (including without limitation mechanical, synchronization and any other licenses from copyright owners or proprietors), to grant all rights and licenses and otherwise fully perform all of your obligations under this Agreement; and
D) Your Recordings and Materials, including, without limitation, all visual content embodied in your audio-visual Recordings, do not and will not, and the authorized use thereof by Cashear, Consumer Destinations and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; and
E) The files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; and
F) There are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all the rights and licenses granted hereunder; and
G) All data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term; and
H) You will use Cashear’s Distribution Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; and
I) Any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; and
J) There is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; and
K) You covenant and agree not make any claim or bring any legal action related to this Agreement against any Consumer Destinations so long as such entities are not in violation of the rights you have granted to Cashear hereunder; and
L) You have read and understand Cashear’s Terms of Use, Privacy Policy, and this Agreement and have had the opportunity to consult with independent legal counsel regarding them.
12.2. Entire Agreement
Except as expressly agreed upon in writing signed by you and Cashear, this Distribution Agreement, Cashear’s Terms of Use, Cashear’ Privacy Policy, and any supplemental or related terms and conditions constitute all the terms and conditions agreed upon by you and Cashear and supersede and replace any prior agreements in relation to Cashear’s Distribution Service and any other subject matter of this Agreement, whether written or oral. You acknowledge that in entering to this Agreement you have not relied on any representations made that are not expressed in this Agreement.
