TERMS AND CONDITIONS

Date of Last Revision: April 30, 2024

1. Welcome to The Ultimate Live Singer!

1.1 Introduction:

JazzElm Music, LLC d/b/a The Ultimate Live Singer (“The Ultimate Live Singer,” “we,” “us,” “our”) provides its services (described below) to you through its website located at theultimatelivesinger.com (the “Site”) and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms and Conditions (the “Terms and Conditions”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES, PARTICULARLY SECTION 9 (BINDING ARBITRATION; CLASS ACTION WAIVER), WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.

1.2 Modifications to Terms and Conditions:

We reserve the right, at our sole discretion, to change or modify portions of these Terms and Conditions at any time. Except as set forth in Section 9.11 below (which governs changes to the dispute resolution (Binding Arbitration and Class Action Waiver) provisions of these Terms and Conditions, if we do modify these Terms and Conditions, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services’ user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be posted on the Service from time to time.

1.3 Privacy:

At The Ultimate Live Singer, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.

2. Access and Use of the Service

2.1 Use Description:

The Ultimate Live Singer service, and any content viewed through our Service, is solely for your personal and non-commercial use. With your purchase of The Ultimate Live Singer, we grant you a limited, non-exclusive, non-transferable license to access The Ultimate Live Singer content and view your courses through the Service on a streaming-only basis for that purpose. Except for the foregoing limited license, no right, title, or interest shall be transferred to you. You agree not to use the service for public performances. The Ultimate Live Singer may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the Service, as well as copies of such materials, whether made in accordance with these Terms and Conditions or otherwise.

2.2 Your Registration Obligations:

You must register with The Ultimate Live Singer in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.

2.3 Member Account, Password, and Security:

You may never use another's account, and you may not provide another person with the username and password to access your account. You should maintain control over all of the devices that are used to access the Service. If you fail to maintain control of a device, other users may access the Service through your account and may be able to access certain of your account information. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. The Ultimate Live Singer will not be liable for any loss or damage arising from your failure to comply with this Section.

2.4 Modifications to Service:

The Ultimate Live Singer reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that The Ultimate Live Singer will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law.

2.5 General Practices Regarding Use and Storage:

You acknowledge that The Ultimate Live Singer may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on The Ultimate Live Singer’s servers on your behalf. You agree that The Ultimate Live Singer has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that The Ultimate Live Singer reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that The Ultimate Live Singer reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

2.6 Mobile Services:

The Service may include certain services that are available via a mobile device, including the ability to browse the Service and the Site from a mobile device (the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you may provide your telephone number. By providing your telephone number, you consent to receive calls and/or SMS, MMS, or text messages at that number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us

in pursuing our rights or providing our Services under these Terms and Conditions, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information with The Ultimate Live Singer to ensure that your messages are not sent to the person that acquires your old number.

2.7 Money Back Guarantee:

Unless otherwise noted during your purchase of the Service or as required by applicable law in your jurisdiction, should you become dissatisfied with the Service within the first thirty (30) days after purchase and prior to completing 50% of the course offerings through the Service, The Ultimate Live Singer will refund the full amount of your purchase and subsequently terminate your access. Refunds are not available for users who have: (a) purchased the Service more than thirty (30) days prior to requesting a refund; (b) completed 50% or more of the course offerings through the Service; or (c) violated the Terms and Conditions, as determined by The Ultimate Live Singer in its sole discretion. If The Ultimate Live Singer determines that you are abusing our refund policy, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Service without delivering a refund. To request a refund or to ask a question regarding the 30-day money back guarantee, email us at: [email protected] 

3. Conditions of Use

3.1 Fees:

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide information to The Ultimate Live Singer regarding your credit card or other payment instrument. You represent and warrant to The Ultimate Live Singer that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay The Ultimate Live Singer the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Terms and Conditions. You hereby authorize The Ultimate Live Singer to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes), and you further agree to pay any charges so incurred. We reserve the right to change The Ultimate Live Singer’s prices. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on The Ultimate Live Singer’s net income.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 2.7 ABOVE, ALL PAYMENTS ARE NONREFUNDABLE. If for any reason we are unable to charge your payment method for the full amount owed, or if we receive notification of an improper chargeback, reversal, or payment dispute, you agree that The Ultimate Live Singer may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate termination, without notice to you, of your access to the Service. The Ultimate Live Singer

also reserves the right to charge you reasonable “administrative fees” for recouping any and all costs and fees incurred by The Ultimate Live Singer as the result of improper chargebacks or other payment disputes brought by you, your bank, or other payment method processor. These administrative fees will be billed to the payment method you have on file with The Ultimate Live Singer.

3.2 Afterpay:

Afterpay is a service (separate from the One-Time Payment and Payment Plan options) that allows our customers the ability to purchase the Service now and pay over time. Customers using Afterpay’s pay-in-4 option pay for their purchase total in four interest-free installments over six weeks. Afterpay’s longer-term monthly payments option may include interest. You must be 18 or older, a resident of the United States, and meet additional eligibility criteria to qualify. For Afterpay Pay Monthly users, click here for complete terms. For Afterpay Pay in 4 users, click here for complete terms.

Refunds of Afterpay purchases are subject to the requirements set forth in Section 2.7 above. You may request a refund of your Afterpay purchase by emailing us at [email protected], and we will notify Afterpay of valid refund requests. If you purchased using Afterpay’s monthly payments option, interest already paid will not be refunded.

3.3 Special Notice for International Use; Export Controls:

Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

3.4 Commercial Use:

Unless otherwise expressly authorized herein or by The Ultimate Live Singer in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is solely for your non-commercial, personal, entertainment use.

4. Intellectual Property Rights

4.1 Service Content, Software, and Trademarks:

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by The Ultimate Live Singer, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload or post to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by The Ultimate Live Singer from accessing the Service (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of The Ultimate Live Singer and/or our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by The Ultimate Live Singer.

The Ultimate Live Singer name and logos are trademarks and service marks of The Ultimate Live Singer (collectively, “The Ultimate Live Singer Trademarks”). Other product and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to The Ultimate Live Singer. Nothing in these Terms and Conditions or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of The Ultimate Live Singer Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of The Ultimate Live Singer Trademarks will inure to our exclusive benefit.

4.2 Third-Party Material:

Under no circumstances will The Ultimate Live Singer be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that The Ultimate Live Singer does not pre-screen content, but that The Ultimate Live Singer and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, The Ultimate Live Singer and its designees will have the right to remove any content that violates these Terms and Conditions or is deemed by The Ultimate Live Singer, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

4.3 User Content Transmitted Through the Service:

With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant The Ultimate Live Singer and its partners a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify, and otherwise use and fully exploit your User Content in any and all media, form, medium, technology, or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).

You acknowledge and agree that all questions, comments, suggestions, ideas, feedback, and other information relevant to the Service provided by you to The Ultimate Live Singer or its partners (“Submissions”) are non-confidential, and The Ultimate Live Singer and its partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that The Ultimate Live Singer may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of The Ultimate Live Singer, its users, and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4.4 Copyright Complaints:

The Ultimate Live Singer respects the intellectual property of others. If you believe in good faith that any materials on the Site infringe upon your copyrights, please send the following information to The Ultimate Live Singer’s Copyright Designated Agent at [email protected]:

(1) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Site are covered by a single notification, a representative list of such works;

(2) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(3) Your address, telephone number, and email address;

(4) A statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(5) A statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and

(6) A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest. 

4.5 Counter-Notice:

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Southern District of New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, The Ultimate Live Singer will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

4.6 Repeat Infringer Policy:

In accordance with the DMCA and other applicable law, The Ultimate Live Singer has adopted a policy of terminating, in appropriate circumstances and at The Ultimate Live Singer’s sole discretion, users who are deemed to be repeat infringers. The Ultimate Live Singer may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

5. Third-Party Websites

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. The Ultimate Live Singer has no control over such sites and resources and is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that The Ultimate Live Singer will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods, or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that The Ultimate Live Singer is not liable for any loss or claim that you may have against any such third party.

6. Indemnity and Release

To the fullest extent permitted by law, you agree to release, indemnify, and hold The Ultimate Live Singer and its officers, employees, directors, and agents harmless from any from any and all losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms and Conditions, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

7. Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ULTIMATE LIVE SINGER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE ULTIMATE LIVE SINGER MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

8. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE ULTIMATE LIVE SINGER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE ULTIMATE LIVE SINGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE ULTIMATE LIVE SINGER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THE ULTIMATE LIVE SINGER IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

9. Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.

9.1 Informal Dispute Resolution Procedure:

If a Dispute (as defined below) arises between you and The Ultimate Live Singer, we are committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first use good-faith efforts to settle the Dispute informally and directly through consultation and negotiations before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address utilized as your username and profile associated with your account, if applicable, to [email protected]. The written description must be on an individual basis and provide, at minimum, the following information: your name and contact information; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with The Ultimate Live Singer. Unless the parties agree to extend the period for informal resolution, if the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and The Ultimate Live Singer agree to the further Dispute resolution provisions below.

The informal dispute resolution procedure in this Section 9.1 is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure.

9.2 Mutual Arbitration Agreement:

If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes (except as otherwise provided herein), subject to the terms set forth below and the Consumer Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as amended, in effect at the time arbitration is initiated. If you are initiating arbitration, a copy of the demand shall also be emailed to [email protected]. If you are an accountholder with The Ultimate Live Singer, any demand filed by you initiating arbitration must include the email address you used to log onto The Ultimate Live Singer, as well as any profile associated with that account that is controlled by you.

You and The Ultimate Live Singer agree that the terms of this Section 9 (collectively the “Arbitration Agreement”) govern any and all disputes between you and The Ultimate Live Singer, including but not limited to claims arising out of or relating to any aspect of the relationship between you and The Ultimate Live Singer, the Terms and Conditions, or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (each a “Dispute” and collectively “Disputes”).

The parties further agree that the determination of the scope, enforceability, and applicability of this Arbitration Agreement, including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment), will be resolved exclusively by final and binding arbitration in accordance with this Section 9.

The only matters excluded from this Arbitration Agreement are the litigation of certain intellectual property and small court claims, as provided below.

This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the parties and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.

The parties agree that this Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

9.3 Class Arbitration and Collective Relief Waiver:

YOU AND THE ULTIMATE LIVE SINGER ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SECTION 9.4 BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF THE ULTIMATE LIVE SINGER PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

With the exception of this Section 9.3 and Sections 9.6 and 9.7 below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the AAA Rules, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, this Section 9.3 and Sections 9.6 and 9.7 below are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor The Ultimate Live Singer shall be entitled to arbitrate their Dispute.

9.4 Arbitration Rules:

The arbitration will be administered by AAA and conducted before a single arbitrator in accordance with the AAA Rules, excluding any rules or procedures governing or permitting class or representative actions. The AAA Rules are available online at www.adr.org or by calling (800) 778-7879, and are hereby incorporated by reference.

9.5 Arbitration Location and Procedure:

For all U.S. residents, the arbitration shall be held (i) in the county where you reside; or (ii) at another location you and we agree upon in writing. For non-U.S. residents, the arbitration shall be held in the City and County of New York, New York, United States (unless otherwise agreed by the parties in writing). The arbitrator shall apply New York State law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the AAA Rules for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and The Ultimate Live Singer submit to the arbitrator, unless the arbitrator determines that a hearing is necessary, or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable AAA Rules, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and The Ultimate Live Singer (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as

necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

9.6 Mass Arbitration:

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to AAA against The Ultimate Live Singer (a “Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 10 demands per batch (to the extent there are fewer than 10 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each demand within the batch (the same arbitrator may preside over multiple demands in a batch if the relevant claimants and The Ultimate Live Singer so agree in writing); (iii) to accept applicable fees, including any related fee reduction determined by AAA in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 10 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by The Ultimate Live Singer and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; (vi) that the staged process of batched proceedings, with each set including 10 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved; and (vii) to make good faith efforts to resolve each batch of demands within 180 days, failing which any of the claimants or The Ultimate Live Singer may cease arbitration and file in a court of competent jurisdiction.

Arbitrator selection for the demands in each batch shall be conducted to the greatest extent possible in accordance with the applicable AAA Rules for such selection, and the arbitrator will determine the location where the proceedings for each demand within a batch will be conducted.

You agree to cooperate in good faith with The Ultimate Live Singer and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by AAA in its discretion, for each batch of demands. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by AAA. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of demands necessary to trigger the applicability of AAA’s Mass Arbitration Supplementary Rules or authorizing class arbitration of any kind. Unless The Ultimate Live Singer otherwise consents in writing, The Ultimate Live Singer does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 9.6. If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this Section 9.6 or the engagement of a mediator in Section 9.7 is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor The Ultimate Live Singer shall be entitled to arbitrate any claim that is a part of the Mass Filing.

9.7 Mediation Following First Batch in a Mass Filing:

The results of the first batch of demands will be given to a AAA mediator selected from a group of 5 mediators initially proposed by AAA, with The Ultimate Live Singer and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, The Ultimate Live Singer, the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either The Ultimate Live Singer or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither The Ultimate Live Singer nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

9.8 Arbitrator’s Decision:

The arbitrator’s decision shall be controlled by these Terms and Conditions and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Site. The arbitrator will render an award within the timeframe specified in the applicable AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of these Terms and Conditions as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.

9.9 Fees:

If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, The Ultimate Live Singer will pay any filing and hearing fees in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.

The parties agree that AAA has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate (including as specified in Section 9.6 above) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by AAA does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before AAA, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

9.10 30-Day Right to Opt Out:

You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to [email protected] with the subject line, “ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of (a) April 30, 2024; or (b) your first use of the Services, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law. If you opt out of the Arbitration Agreement, The Ultimate Live Singer also will not be bound by it. Changes to the Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and Conditions.

9.11 Changes:

The Ultimate Live Singer will provide thirty (30) days’ notice of any material changes to this “Binding Arbitration and Class Action Waiver” section. Any such changes will go into effect 30 days after The Ultimate Live Singer provides notice and will apply to all claims not yet filed regardless of when such claims may have accrued. If The Ultimate Live Singer changes this “Binding Arbitration and Class Action Waiver” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Service 30 days after such change will be deemed acceptance of those changes.

10. Termination

You agree that The Ultimate Live Singer, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if The Ultimate Live Singer believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. The Ultimate Live Singer may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms and Conditions may be effected without prior notice, and acknowledge and agree that The Ultimate Live Singer may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that The Ultimate Live Singer will not be liable to you or any third party for any termination of your access to the Service.

11. Disputes Between Users

You agree that you are solely responsible for your interactions with any other user in connection with the Service and The Ultimate Live Singer will have no liability or responsibility with respect thereto. The Ultimate Live Singer reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

12. General

These Terms and Conditions constitute the entire agreement between you and The Ultimate Live Singer and govern your use of the Service, superseding any prior agreements between you and The Ultimate Live Singer with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use third-party services, third-party content, or third-party software. These Terms and Conditions will be governed by the laws of New York State without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in Section 9 above, you and The Ultimate Live Singer agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the City and County of New York, New York, United States. The failure of The Ultimate Live Singer to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms and Conditions without the prior written consent of The Ultimate Live Singer, but The Ultimate Live Singer may assign or transfer these Terms and Conditions, in whole or in part, without restriction. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Under no circumstances shall The Ultimate Live Singer be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Service may also provide notices to you of changes to these Terms and Conditions or other matters by displaying notices or links to notices generally on the Service.

13. Questions? Concerns? Suggestions?

Please contact us at [email protected] to report any violations of these Terms and Conditions or to ask any questions regarding these Terms and Conditions or the Service.