WHITE LABEL TERMS OF USE

1. Use of White Label API

a. Acceptance of Terms of Use. By creating an app and by accessing the Noon Pacific LLC (hereinafter referred to as “Noon Pacific”, “White Label”, “we” or “us”) Application Protocol Interface (“White Label API”), you are confirming that you have read and understood these White Label API Terms of Use (“Terms of Use”) and will respect and abide by them. If your use of the White Label API breaches any of these terms, we reserve the right to revoke your API access without notice.

b. Registering Your App. To access the White Label API, you will first need to contact api@noonpacific.com. After creating your account, we will issue you a client ID and client secret. Your client ID is required for all calls to the White Label API.

c. Security of Your Client Secret. Make sure you look after your client secret. If your client secret is lost or stolen, or if you believe that your client secret has been used without your permission, contact us immediately at api@noonpacific.com.

d. Revoking Your API Access. If we have reason to believe that you are acting in breach of these Terms of Use or if we object to your use of the White Label API for any other reason, we will revoke your access to the White Label API by invalidating your client ID and client secret. Any attempt to circumvent this and obtain a new client ID and client secret is strictly prohibited.

2. Changes

a. Changes to the API. We may in our sole discretion modify or update the White Label API from time to time. We will try to ensure, as far as possible, that future version(s) of the White Label API are backwards compatible with at least the most recent previous version, but cannot guarantee that this will always be possible. You should adapt your app to use the most up-to-date version of the White Label API promptly following a new release.

b. Changes to Terms of Use. We may in our sole discretion also change and update these Terms of Use from time to time, and will publish any changes on [INSERT PAGE LINK]. If you are unable to comply with any amended version of these Terms of Use, you should stop using the White Label API immediately.

c. Changes to Your App. From time to time, it might be necessary for White Label to require you to make changes to your app, in particular to ensure that your app remains in compliance with the Terms of Use. You should make these changes promptly to avoid any need for White Label to revoke your access to the White Label API.

3. Content and Privacy

a. User Content. Remember, it's not your content. It's not White Label or SoundCloud Limited’s (“SoundCloud”) content. All audio, text, images, comments and other data or information associated with user accounts on the White Label platform ("User Content") is owned by the SoundCloud user that created or uploaded it (the "Uploader"), and you must respect their rights at all times. Misuse of User Content may constitute copyright infringement and result in action being taken against you by the Uploader or other copyright owner.

i. White Label does not grant you any rights in User Content, and you must not claim or attempt to claim ownership of any User Content, misrepresent yourself, your company or your app as being the source of the User Content, or attempt to use, license or exploit any User Content on your own behalf or on behalf of any third party (other than the Uploader and with their express permission). When displaying or distributing User Content via your app, you must ensure that such User Content is always correctly attributed to the Uploader (see the section entitled Attribution and Branding below).

ii. You must always respect the usage restrictions set by Uploaders, and in particular, you must not do any of the following things (or authorize or allow others to do them):

• access, distribute, make available or use any User Content for which API access has not been enabled by the Uploader, or any User Content that has not been made publicly available by the Uploader, (other than User Content residing in an account to which your app has authenticated access);

• modify any User Content (including adaptation, editing, excerpting, or creating derivative works) unless the Uploader has specifically and expressly indicated his/her consent to that modification (for example, by selecting a Creative Commons license that permits creation and distribution of derivative works); or

• attempt to circumvent any time or territorial restrictions set by the Uploader with respect to any User Content.

iii. You must not use the White Label API to ‘rip’ or capture any User Content from any part of the SoundCloud platform, or use the SoundCloud API to circumvent any usage restrictions or content protection measures imposed by any Uploader with respect to User Content on the SoundCloud platform.

iv. All User Content available over the SoundCloud API has been created and uploaded by users. We expect all White Label users only to upload content to which they own or control the relevant rights (see the section below entitled Liability for User Content). Regardless of any permissions set by any Uploader with respect to any User Content, you must not use the SoundCloud API, or any User Content accessible via the SoundCloud API, for any of the following purposes:

• to create a page, profile, channel or other online presence dedicated to one or more specific artists or set of repertoire;

• to create any kind of alternative digital content service, including: any service that aggregates and streams User Content from multiple users into an on-demand listening service, or any playback experience which aggregates and streams User Content with content from other services (e.g. SoundCloud with YouTube);

• to incorporate, synchronize or use User Content with or into any advertisement, game, video, film or other audiovisual work, or any other application, unless you’ve obtained all relevant licenses, including synchronization licenses, from all relevant rightsholders;

• to create any app that uses any User Content in any way that creates or implies any direct association or endorsement between the app and any Uploader, User Content or other rightsholder;

• to create any webcasting radio app;

• to create any app that uses User Content, other than your own User Content, in association with contests or promotions;

• to create any app that endorses or supports any political position, candidate for political office or any religion; or

• SoundCloud Go Content.

b. User Data and Privacy. When it comes to user data and privacy, we believe that all users have a right to know what data is collected about them and how this data will be used. We expect anyone using the White Label API to be equally transparent with respect to their collection and use of user data, including data shared by White Label users. We expect you to have a privacy policy in place which explains how you collect, store, process, transfer and use any Personal Data. Your privacy policy should adopt standards that are consistent with White Label's privacy policy when it comes to storage and use of Personal Data, and you must ensure that you comply with your privacy policy and all privacy and data protection laws applicable to you at all times (in particular, any use of email addresses that our users have chosen to share must be in line with relevant anti-spam laws, such as the CAN-SPAM Act and the Privacy and E-Commerce Regulations). If you are located outside of the European Economic Area, you must specifically disclose this fact to the user and make it clear to the user that by using your app, the user will be initiating and/or requesting and/or consenting to the transfer of Personal Data to a country that may offer a lesser level of protection of the rights and freedoms of data subjects in relation to the processing of Personal Data. You must not request access to more Personal Data than you actually need for the effective operation of your app, and must not retain Personal Data for longer than is reasonably necessary. Make sure you look after the Personal Data you receive from users, ensuring that the data is stored securely and is safe from unauthorized disclosure or loss. For the purposes of these Terms of Use, "Personal Data" means data relating to an individual user, or that might be used to identify an individual user, including a user's username, email address, city and country, and any information or data from the user's profile such as their avatar or profile picture, website or social media URLs, sounds, followers and/or any comments or posts by that user. For the purposes of these Terms of Use, "Personal Data" means data relating to an individual user, or that might be used to identify an individual user, including a user's username, email address, city and country, and any information or data from the user's profile such as their avatar or profile picture, website or social media URLs, sounds, followers and/or any comments or posts by that user.

c. Caching and Downloading. Your app must not include file-save functionality, or otherwise designed to cache, download or persistently store any User Content. Your app may employ session-based caching, but only to the extent reasonably necessary for the operation of your app during that session, and any cached content must cease to be available, accessible or playable within your app at the end of that session. If any Uploader changes their settings with respect to any item of User Content (for example, by removing that item of User Content from the platform, or by disabling API access), you must ensure that your app reflects and respects such changes as soon as reasonably possible. Except for session-based caching referred to above, your app must not offer offline access to any User Content including, in the case of audio User Content, as permanent downloads or temporary downloads for offline listening, regardless of whether Uploaders have set that User Content as allowed to be downloaded on the SoundCloud platform.

d. Commercial Use. Use of the White Label API is permitted for some commercial purposes, provided you comply with all other provisions of these Terms of Use.

e. Usage and Quotas. We reserve the right, at our discretion, to impose restrictions and limitations on the number and frequency of calls made by your app to the White Label API. You must not attempt to circumvent any restrictions or limitations that we impose.

4. Attribution and Branding.

a. Attribution. When displaying or streaming User Content, you must ensure that your app:

i. credits the original Uploader as the creator of that User Content;

ii. credits SoundCloud as the source of that User Content;

iii. includes (in the case of web pages and mobile web pages) clearly visible backlinks from the relevant sounds within your app to the URL for the relevant sound on SoundCloud; and

iv. complies with any other SoundCloud attribution requirements per SoundCloud’s user terms of use (https://soundcloud.com/terms-of-use) or SoundCloud’s API terms of use (https://developers.soundcloud.com/docs/api/terms-of-use) (together the “SoundCloud Terms of Use”).

b. Naming Your App. You must not use any White Label, Noon Pacific, or SoundCloud logos, or any similar mark, as the name or part of the name of your app (for example, "Noon Pacific, Noon Eastern, Noon Central, etc."), or as part of any logo, icon or branding for your app.

c. Domain Names. You must not operate your app from any domain that includes the word "whitelabel" or “noonpacific” or any obvious derivation or misspelling of the word "noon pacific", or from any domain that is likely to cause an end user to believe that your app originates from, or is endorsed by White Label or Noon Pacific.

d. Press and Publicity. You must not issue any press release or similar public announcement regarding your app that makes any reference to White Label, Noon Pacific or SoundCloud without our prior written consent. If we choose to feature your app in our app gallery (which we don't guarantee to do), you agree that we may use the name of your company and/or the name and logo of your app for this purpose. We may also use your company and app name and logo in presentations, reports, case studies, marketing materials and similar documentation for as long as you make use of the White Label API.

e. SoundCloud. You must comply with ALL required SoundCloud Terms of Use in order to use the White Label API. Failure to comply with SoundCloud Terms of Use, voids any contract with White Label.

5. Other Legal Terms.

a. Ownership. Everything related to the White Label API is owned by White Label. You hereby acknowledge that, as between you and White Label, all rights, title and interest, including without limitation, all intellectual property rights, in and to the White Label API, any and all documentation provided by White Label in connection therewith, the White Label platform and the White Label logo, are owned by White Label.

b. Confidentiality. Respect our confidential information. Through your use of the White Label API, you may come into contact with information, in whatever form, that belongs or relates to White Label or its affiliates, including without limitation, SoundCloud itself, and any other software, documentation, processes, know-how, designs, strategies, and data pertaining to the White Label API, User Content, White Label users, the White Label platform and/or any part or parts thereof ("Confidential Information"). As between you and White Label, all Confidential Information remains the property of White Label. You shall not use any of the Confidential Information except as strictly necessary for the development, testing and operation of your app, and you shall not disclose the Confidential Information or any part thereof to any third party. You shall take all reasonable precautions to prevent to unauthorized disclosure or dissemination of the Confidential Information, and if you are a company or other organization, you shall limit distribution of the Confidential Information to those of your employees who need to know the same in connection with the development, testing and operation of your app. Within five days of a request from White Label, and in any event when you stop using the White Label API (for whatever reason), you shall delete and destroy and certify the destruction of the same (which shall include irretrievably deleting such Confidential Information from all of your networks and systems). This provision shall survive any termination of the agreement created by these Terms of Use.

c. Independent Development. You hereby acknowledge that White Label and/or Noon Pacific may currently or in the future develop apps and services that may be similar to or competitive with your app. Nothing in these Terms of Use shall in any way limit, restrict or preclude White Label from pursuing any of these, or any other, present or future business activities, opportunities or interests or from entering into any agreement or transaction with any person.

d. Representations and Warranties. You hereby represent and warrant to White Label as follows:

i. You have the right to distribute and make available your app to end users thereof, and your app and end users' use of your app in compliance with your app's terms of service (if any), does not and will not infringe or violate the rights of any third party or any applicable law, rule or regulation.

ii. You have obtained, and will maintain throughout all periods during which you make use of the White Label API, any and all licenses, consents, permissions and/or clearances necessary in order for you to develop, implement, operate, distribute, make available and support your app, and to enable end users to use your app (e.g. any synchronization licenses that may be necessary if you are combining User Content with visual media output such as video or images, and any public performance licenses with respect to any copyrighted music made available via your app).

iii. You will comply with all applicable laws in connection with your use of the White Label API and all User Content and Personal Data accessed thereby, including without limitation, all applicable intellectual property and data protection laws in all relevant jurisdictions.

iv. You will not use the White Label API or any User Content or Personal Data for any purpose that is fraudulent, illegal, libellous, defamatory, offensive, discriminatory or in any way that promotes, solicits or condones the infringement of intellectual property rights, or otherwise brings White Label into disrepute.

v. You will not at any time during your use of the White Label API breach any term of the SoundCloud Terms of Use

e. Disclaimer. The White Label API, the White Label platform, the Noon Pacific logo, the White Label logo and all User Content and Personal Data accessed through or via the White Label API, are provided "as is", "as available", and "with all faults". Whilst White Label uses all reasonable endeavors to correct any errors or omissions on the White Label API as soon as practicable once they have been brought to White Label's attention, White Label makes no promises, guarantees, representations or warranties of any kind whatsoever (express or implied) regarding the White Label platform, the White Label API or any part or parts thereof, the White Label logo or any User Content or Personal Data, including, without limitation, any warranty of non-infringement, or any guarantee that any particular item(s) of user content is, are or will be available on the White Label platform and/or will be accessible via the White Label API at any or all times or at all. White label does not warrant that any User Content is cleared for the use that you intend to make of it via your app and does not provide you with the benefit of any licenses (on a pass through basis or otherwise) that White Label may have or obtain with respect to any User Content and any such benefit that might otherwise be granted or implied as a matter of law is hereby excluded White Label does not warrant that your use of the White Label API will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the White Label platform, the White Label API, the User Content or Personal Data or any part or parts thereof, or the servers on which the White Label platform operates are or will be free of viruses or other harmful components. White Label does not warrant that any calls to the White Label API or any transmission of user content will be secure or that any elements of the White Label platform are designed to prevent unauthorised access, sharing or download of user content will be effective in any and all cases, and does not warrant that your use of the White Label platform or the White Label API is lawful in any particular jurisdiction. White label and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and shareholders, specifically disclaim all of the foregoing warranties to the fullest extent permitted by law, together with any express or implied warranties regarding non-infringement, merchantability and fitness for a particular purpose. Where the law of any jurisdiction limits or prohibits the disclaimer of implied or other warranties as set out above, the above disclaimers shall not apply to the extent that the law of such jurisdiction applies to these Terms of Use.

f. Limitation of Liability. Any liability that White Label does have will exclude the things listed below. White label and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and shareholders, shall have no liability for any loss or damage arising from:

i. any breach by you or your users of the SoundCloud Terms of Use via your use of the White Label API and any financial damages or legal fees arising therefrom;

ii. your inability to access or use the White Label API, or to access any user content, personal data or the White Label platform via the White Label API;

iii. any changes that White Label may make to the White Label API or to the White Label platform or any part thereof, or any temporary or permanent suspension or cessation of access to the White Label platform, the White Label API or any or all user content or personal data in or from any or all territories;

iv. any removal by the Uploader, White Label or any authorized third party of any particular item of user content from the White Label platform, or any changes made to the availability of such user content or the use permitted to be made of that content over the White Label API;

v. any action taken against you by any user or third party rights holders with respect to your access to or use of any user content or personal data via the White Label API, or any action taken as part of an investigation by White Label or any relevant law enforcement authority regarding your use of the White Label API or any user content or personal data accessed thereby;

vi. any errors or omissions in the technical operation of the White Label platform or the White Label API, or from any inaccuracy or defect in any user content or personal data;

vii. your failure to provide White Label with accurate or complete information, or your failure to keep your username, password or client secret suitably confidential;

viii. any loss or damage to any computer hardware or software, any loss of data, or any loss or damage from any security breach; and/or

ix. any loss of profits, any cost of finding replacement goods or services, or any loss you suffer which is not a foreseeable consequence of SoundCloud breaching these Terms of Use.

Losses are foreseeable where they could be contemplated by you and White Label at the time you agree to these Terms of Use, and therefore do not include any indirect losses, such as loss of opportunity. Notwithstanding any other provision of these Terms of Use, White Label's total liability to you under these Terms of Use, whether in contract, tort or otherwise, shall not exceed fifty dollars ($50) in aggregate. Nothing in these Terms of Use limits or excludes the liability of White Label, its subsidiaries, affiliates, successors or assigns, or their respective employees, agents, directors, officers and/or shareholders for any death or personal injury caused by its or their negligence or deliberate acts or omissions, for any form of fraud or deceit, or for any form of liability which cannot be limited or excluded by law. Additionally, applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such cases, you acknowledge and agree that such limitations and exclusions reflect a reasonable and fair allocation of risk between you and White Label and are fundamental elements of the bargain between you and White Label, and that White Label's liability will be limited to the maximum extent permitted by law.

g. Ownership. Everything related to the White Label API is owned by White Label. You hereby acknowledge that, as between you and White Label, all rights, title and interest, including without limitation, all intellectual property rights, in and to the White Label API, any and all documentation provided by White Label in connection therewith, the White Label platform, the Noon Pacific logo and the White Label logo, are owned by White Label.

h. Indemnification. You are responsible for any loss that we suffer as the result of your use of the White Label API. You hereby agree to indemnify, defend and hold harmless White Label, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from; (i) any violation by you of these Terms of Use; (ii) any violation by you of the SoundCloud Terms of Use; (iii) any claim by any third party that your use of the White Label API, the Noon Pacific logo, the White Label logo or any User Content or Personal Data represents a violation of the intellectual property rights, rights of privacy or other rights of that third party, or any other claim related to your use of the White Label API; and (iv) any activity related to your client secret, be it by you or by any other person using your client secret with or without your consent.

i. Termination. Either party can terminate use of the White Label API as described below:

i. You may terminate the agreement created by your acceptance of these Terms of Use at any time by sending notice via email to api@noonpacific.com confirming such termination, whereupon White Label will revoke your access to the White Label API.

ii. White Label may terminate the agreement created by your acceptance of these Terms of Use, and may revoke your White Label API access at any time if: (i) you are in breach of any of the material provision of these Terms of Use; (ii) you are in breach of any of the material provision of the SoundCloud Terms of Use; (iiI) White Label elects at its discretion to cease providing access to the White Label API to any or all users of the White Label API and/or in any or all jurisdictions; (iv) White Label decides in its sole discretion that your app does not provide added value to White Label users and/or is not in the best interests of White Label or our users, including without limitation, in response to complaints from Uploaders or third party rights owners; or (v) in other circumstances as determined by White Label in its sole discretion.

iii. On termination, all rights granted hereunder shall cease. You shall immediately cease all use of the White Label API, shall remove any and all Noon Pacific and White Label logos from your app or any advertising, marketing and promotional materials related thereto, shall destroy all Confidential Information, and shall delete all User Content and Personal Data.

j. Survival. The provisions of these Terms of Use that are intended by their nature to survive termination will survive termination.

k. Miscellaneous. These Terms of Use constitute the entire agreement between you and White Label with respect to your use of the White Label API and any User Content and Personal Data accessed thereby, and supersede any prior agreement between you and White Label with respect thereto. White Label may assign its rights and (where permissible by law) its obligations under these Terms of Use, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of White Label. You may not assign your rights and duties hereunder, in whole or in part, to any third party without the prior written consent of White Label. Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect. These Terms of Use are not intended to give rights to anyone except you and White Label, save that Uploaders shall be entitled to enforce these Terms of Use as third party beneficiaries insofar as these Terms of Use apply to any unauthorized use of their User Content, User Data or other proprietary rights. This does not affect our right to transfer our rights or obligations to a third party as described above. The agreement created by your acceptance of these Terms of Use is subject to the laws of the State of California, and you and we hereby submit to the exclusive jurisdiction of the courts of Los Angeles County in Los Angeles, California for resolution of any dispute, action or proceeding arising in connection with these Terms of Use.