This Terms of Service Agreement (this “TOS”) constitutes a contract between you and Our Happy Company Pte. Ltd. (“OURHAPPY”, the “Company”, “we”, “our”, or “us”) regarding your use of the services offered by us (“OurSong”, or the “Services”) on OurSong.com or any associated platforms, APIs, or mobile applications (collectively, the “OurSong Platform”, or the “Platform”). By signing up for an account (the “Account”) on the Platform and using such Account through the Platform, you agree that you have read, understood, and accepted all of the terms and conditions contained in this TOS, as well as our Privacy Policy (collectively, the “Agreement”). Please read them carefully.

For the purpose of this TOS, “you” refers to you as a user of the Platform and/or the Services, and “affiliate” refers to a company which controls, is controlled by, or is under common control with, OURHAPPY.

1. Basic OurSong Services

1.1 General information

OurSong is a platform for users to share, offer for sale or make available for collaboration (a) original musical, literary, pictorial, or any other creation protectable as a copyrighted work, or (b) other tangible items or live experiences (each, a “Work”) or derivative works thereof (each, a “Remix”) via minting of non-fungible tokens or similar digital items implemented on a blockchain, which uses smart contracts to link to or otherwise be associated with certain content or data (each, an “NFT”), for others to remix or purchase. On OurSong, users may view, explore and create NFTs, and connect with other users to purchase or sell NFTs with OurSong’s proprietary transaction token, the OurSong Dollar (“OSD”), that is deposited into your Account on the Platform. For more information on depositing and spending your OSD on the Platform, please review the Technical Service Agreement.

1.2 Eligibility

To be eligible to use the Services, you must have reached the age of majority in your jurisdiction of residence, or otherwise have obtained the consent of your parent or legal guardian. We may from time to time at our sole discretion request from you any proof of age or legal consent to verify your eligibility, and we may suspend or terminate your Account if we believe you are not eligible to use the Services.

1.3 Prohibited users

Our Services are not offered to everyone. You are prohibited from using the Services if you: (i) appear on the United States Department of the Treasury- Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals List, United States Commerce Department’s Denied Persons, or other similar lists; (ii) are a national, resident or agent of any country, territory or other jurisdiction that is embargoed by Canada or the United States or listed in the Sanctioned Country List by the European Union, United Nations, UK Her Majesty’s Treasury, Canada or OFAC; (iii) have been subject to an OurSong Account termination for cause; (iv) are not an individual natural person, unless you pass additional Know-Your-Customer (“KYC”) requirements as indicated by OurSong; or (v) do not comply with any other KYC information requests reasonably required by us or our affiliates or for any other reason fail to meet any requirements for provision of Services imposed by our anti-money laundering policy. If you are an entity and not an individual natural person, please contact support@oursong.com.

You are also prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.

2. Personal Information Collection and Verification Procedures

2.1 Personal information collection

To access and use the Services, you will need to register for an OurSong Account on the Platform. Every prospective user of the Services must provide the following basic information for registration:

(a) A valid email address and a self-created password;

(b) Proving that you have reached the age of majority in your country or area of residence.

(c) Agreeing to this Agreement; and

(d) If necessary, the following information:

1. Name,

2. Date of birth,

3. Personal photo,

4. Current place of residence, and

5. National Identification Number.

By registering and using your OurSong Account, you also agree to provide from time to time any documentary proof as may be requested by OurSong to verify your identity (collectively, the “KYC Information”) and approve your transactions.

You acknowledge that these identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, checking the information you provide against the anti-terrorism financing list or any other similar list issued by any governmental authority prohibiting or limiting business activities with any person.

Based on any such reassessment, we may request that you supply us additional KYC Information. Failure to provide such information in a timely fashion may result in (a) the suspension of your ability to use the Services or any part thereof until you provide such information or (b) the termination of your OurSong Account. You represent that all KYC Information provided is true and accurate. If at any time any KYC Information which you have provided to us, or which has been provided to us on your behalf, changes or becomes inaccurate in any way, you have the affirmative duty to provide immediate notice to us at compliance@oursong.com.

We may terminate or suspend your OurSong Account and our performance under this Agreement immediately on determining that any KYC Information is false, inaccurate, misleading, or out of date. We may also, in our sole discretion, refuse to open an OurSong Account for you, or limit the number and identity of OurSong Accounts that you may hold.

You authorize OurSong to, directly or through third parties, make inquiries and take any other actions OurSong deems reasonably necessary to verify your identity, and the information you have provided. You acknowledge and agree that such inquiries will result in KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services. Where OurSong is not entirely satisfied that the information has verified your identity, OurSong reserves the right to limit your access to some or all Services. The KYC Information we request may include but not be limited to your name, address, phone number, email address, date of birth, taxpayer or government ID, IP address, a photo or video of you, MAC address of your device, payment account (e.g., credit card), your external wallet information and the information involving your bank account such as bank name, type of account, transfer code and account number. You must ensure the above and any other required information you provided are true and accurate. You agree to update the latest information if the information you provided has any changes. If you do not agree to provide the information we request, you may not be able to use the Services.

You hereby consent to OurSong’s collection, storage, processing and disclosure of your KYC Information and other personal information as required to perform the Services and in accordance with the Privacy Policy.

2.2 Personal information verification procedures

We will perform KYC procedures and conduct identity authentication by requesting further personal information in order to comply with market order related laws. OurSong will collect and verify information from and about you in order to: (a) protect OurSong and other users from fraudulent users, and (b) keep appropriate records of OurSong's customers.

2.3 Notwithstanding these minimum verification procedures for the Services, OurSong may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Services.

3. Joining a Club; Getting a Free Pass; Creating a Work or a Remix; Revenue Sharing

We use blockchain technology to record information such as transactions and ownership of digital collectibles. We do not own or control the underlying protocols which govern the operation of these blockchain transactions. The underlying protocols are open, and anyone can use, copy, modify, and distribute them. By using the Platform, you acknowledge and agree that: (i) we are not responsible for operation of the underlying protocols; (ii) we do not guarantee their functionality, security, or availability; (iii) without prior notice or consent from you, we may impose, in our sole discretion, user, geographic, quantum, velocity, fiat currency, OSD (as defined below) and other limits on transactions in order to protect you, other users, ourselves and our suppliers from legal, fraud, security or other risks; and (iv) we are not able to reverse any transaction, and we bear no liability whatsoever for transactions initiated by you that contain incorrect, erroneous or improperly formatted information.

3.1 Club

Definition. A “Club” is an online VIP group to which users who hold Free Passes (as defined below) or other eligible digital collectibles have access. A Club may contain various types of content. Users can start conversations and connect with one another in the Club. When you sell, give away or withdraw a Free Pass or digital collectible that grants you access to a Club, your right to access the corresponding Club will be terminated.
User rights and limitations. Once access to a Club is granted, you may view the content in the Club. However, this access does not grant you the right to make or share copies of the content. Except for viewing the content, you have no right, title or interest in or to any content appearing or originating from the Club, and such content may not be transferred or resold in any manner not explicitly permitted by the creator of such content. Any violation hereof will result in our having the right but not the obligation to terminate your right to access a Club or view any content therein.
Club Rules of Use. To use any service of a Club, please read carefully and comply with the rules below (the “Club Rules of Use”). In any of the following conditions, we will send you a suspension / termination notice and suspend / terminate your right to use the Club:
breaching any provision of this TOS;
carrying out any unlawful transaction or unlawful conduct in a Club;
falsely representing yourself as anyone’s personnel to deceive other users or jeopardize their interests;
disseminating rumors which adversely affect other users’ interests;
using your Account for any activities described above; or
other acts that we consider seriously detrimental to our interests and the interests of other users.

In the event that you believe your Account is wrongfully suspended, you may, within seven (7) days upon being suspended, raise an objection with us through our customer service channel.

We may revise the Club Rules of Use from time to time. We will notify you if you are found in breach of any provision, and you should remedy such breach within the period provided in such notification. Any unremedied breach will be recorded and may cause your right to access a Club or use any Services related thereto to be suspended. For more information about Clubs, including the authorizations to access different Clubs, please visit https://oursong.zendesk.com/hc/.

3.2 Free Pass

Definition. A “Free Pass” is a pass to access a specific Club. Ownership of each Free Pass is recorded in the Platform database. When you acquire a specific Free Pass from the Platform, you can upload content including but not limited to articles, images or other materials in the specific Club, and browse such content which only users who hold the required Free Pass may access.
Acquiring a Free Pass. You can acquire a Free Pass from an issuer of Free Passes (each, an “Issuer”) or acquire one that is given away by other users. Usually, Free Passes are acquired for free. For the avoidance of doubt, no Free Pass may be redeemed for legal currency. The number of Free Passes issued is decided by the Issuer and can be limited, and the Issuer can adjust the number and the date of issue.

3.3 Works and Remixes

As a user, you may offer NFTs that represent original Works created by you for purchase on the Platform. You may also create Remixes that contain Works or Remixes owned by other users. However, if after you have offered an original Work on the Platform and allowed other users to create Remixes therefrom you elect to disallow such Remixes, those Remixes that were created prior to such disallowance will continue to be visible and available on the Platform by virtue of the non-exclusive license you granted pursuant to Section 3.4 below.

3.4 Revenue sharing

To foster and reward the contribution of Works and Remixes on the Platform, we encourage users to allow Remixes of their creations. Users are able to claim share in the revenue generated from the sale or any other commercial exploitation of their Works, as well as Remixes that are subsequently created from their Works, as more fully set forth and illustrated in Exhibit A.

3.5 License to OurSong

By providing any Work on the Platform, you are solely responsible for any content so provided and the consequences of submitting and publishing such Work on the Platform. For the avoidance of doubt, you retain all of your ownership rights (including but not limited to copyright) in the Work. However, by submitting any Work, you hereby grant OURHAPPY a limited worldwide, royalty-free, sub-licensable and transferable license (the “OurSong License”) to use, reproduce, distribute, prepare derivative works of, publicly display, or publicly perform such Work and any derivative work thereof necessary for OurSong to (i) store and exhibit your Work on the Platform or through the Services, (ii) commercially exploit your Work on your behalf and oversee any transactions you have authorized, and (iii) promote and redistribute part or all of the Services in which your Work (and derivative works thereof) are incorporated in any manner, through any medium whether now known or later devised; provided, however, that you may elect not to grant certain right(s) in or to any Work at the time of minting such Work as an NFT and making it available on the Platform. You also acknowledge and agree that OurSong can initiate wire payouts to you when your Work or any derivative work thereof is sold on the Platform based on the OurSong License. You may opt-out of the OurSong License by email notice to support@oursong.com.

3.6 Non-exclusive license to other users

If and when a user purchases a Work created and owned by you (each such user, a “Purchaser”), you will be prompted to select (i) whether to allow Purchaser’s creation of Remixes from the purchased Work and (ii) whether to allow Purchaser’s commercial exploitation of the purchased Work and, if you so allow, Remixes created therefrom (the “License Selections”). Your License Selections result in the granting of one of four (4) licenses as set forth in Sections 1 – 4 of Exhibit B attached hereto (each, an “Available License”) through the functionality of the Services as permitted by and pursuant to this Agreement.

With respect to each of your Works to be purchased, you will first be presented with License Selection (i). If you make an affirmative response to License Selection (i), your Available License will include granting to other users the right to make Remixes from such Work. If you make a negative response to License Selection (i), your Available License will not include such a grant. If you fail to make License Selection (i), you shall be deemed to have answered in the affirmative.

You will next be presented with License Selection (ii). If you make an affirmative response to License Selection (ii), your Available License will include granting to other users the right to commercially exploit such Work and, if allowed based on your License Selection (i), Remixes thereof. If you make a negative response to License Selection (ii), your Available License will not include such a grant. If you fail to make License Selection (ii), you shall be deemed to have answered in the negative.

If you make or are deemed to have made affirmative responses to each of License Selection (i) and (ii), you will thereby grant to other users Available License No. 1 with respect to the relevant Work. If you make or are deemed to have made an affirmative response to License Selection (i), but make a negative response to License Selection (ii) you will thereby grant to other users Available License No. 2 with respect to such Work. If you make a negative response to License Selection (i) and make or are deemed to have made an affirmative response to License Selection (ii), you will thereby grant to other users Available License No. 3 with respect to such Work. If you make a negative response to each of License Selection (i) and (ii), you will thereby grant to other users Available License No. 4 with respect to such Work.

If you opened your Account on the Platform prior to the Platform’s making the License Selections available, your continued use of and access to the Platform shall result in your being deemed to have selected Available License No. 1 as set forth in Exhibit B for all of your Works created prior to the License Selections becoming available. You may not change any Available License which you have previously selected or have been deemed to select with respect to any Work.

3.7 User representations and warranties

You represent and warrant that you own or control all rights in and to any Work that you create and make available on the Platform. You further represent and warrant that you have the rights to grant the licenses granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. You understand and acknowledge that you are responsible for any Work you submit or contribute, and you (but not OurSong) take full responsibility for the content including its legality, reliability, accuracy, and appropriateness. You acknowledge and agree that all Work must follow the content standards listed below.

3.8 Content standards

We respect the creative process and artistic freedom; however, there are some limitations. All content uploaded to or created through the Platform must, whether individually or in combination, comply with all applicable local, state, national, and international laws and regulations. Without in any way limiting the generality of the foregoing, no such content may contain or involve: anything that violates laws or legal rights of others (including the rights of publicity and privacy); sexually explicit or pornographic material; infringement of any trademark, copyright, or other intellectual property; or promotion of racism or abuse of any person or group. OurSong reserves the right to decline or delete any content that we deem, in our sole discretion, violates this Agreement.

4. General Use, Prohibited Use, and Termination

4.1 Limited license for general use

We grant you a limited, non-exclusive, non-transferable license to access and use the Platform, and related content available thereon (collectively, the “Content”) solely for those purposes permitted by OURHAPPY from time to time. Any other use of the Platform or Content is expressly prohibited and all other rights, title, and interest in the Platform or Content is exclusively the property of OURHAPPY and its licensors. You agree you will not, except as otherwise permitted by this Agreement, copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.

4.2 User acknowledgement

You acknowledge that the Services are licensed, not sold, to you. You do not own the Services in any form, and OURHAPPY retains ownership of the Platform even after installation on your devices. The rights that are licensed to you under this Agreement are limited to those expressly granted, and OURHAPPY reserves all other rights.

4.3 Trademark and related rights

“OurSong.com”, “OurSong”, and all logos related to the Services or displayed on the Platform are either proprietary, trademarks or registered marks of OURHAPPY or its licensors. You may not copy, imitate, or use them without OURHAPPY's prior written consent. The same applies to the transaction records of NFTs on the blockchain.

4.4 Third-party applications

If, to the extent permitted by OURHAPPY from time to time, you grant express permission to a third party to access or connect to your OurSong Account, either through the third party’s product or service or through the Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your OurSong Account. Further, you acknowledge and agree that you will not hold OURHAPPY responsible for, and will indemnify OURHAPPY from, any liability arising out of or related to any act or omission of any third party with access to your OurSong Account. You may change or remove permissions granted by you to third parties with respect to your OurSong Account at any time through the settings page on the Platform.

4.5 Prohibited use

You may not use your OurSong Account to engage in the following categories of activity (collectively, the “Prohibited Uses”). The Prohibited Uses listed below are representative, not exhaustive. If you are uncertain as to whether or not your use of the Services is a Prohibited Use, or have questions about how these requirements apply to you, please contact us through https://OurSong.zendesk.com/. By registering for an OurSong Account, you confirm that you will not:

(a) Unlawful activity. Conduct activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.

(b) Abusive activity. Perform actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Platform that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Platform, other OurSong Accounts, computer systems or networks connected to the Platform, through password mining or any other means; use OurSong Account information of another party to access the Platform or use the Services, except in the case of applications which are specifically authorized by a user to access such user's OurSong Account and information; transfer your OurSong Account access or rights to your OurSong Account to a third party, unless by operation of law or with the express permission of OURHAPPY.

(c) Abuse of other users. Interfere with another individual's or entity's access to the Platform or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent.

(d) Fraud. Conduct activity that operates to defraud OURHAPPY, OurSong users, or any other person; provide any false, inaccurate, or misleading information to OURHAPPY.

(e) Intellectual property infringement. Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use OURHAPPY intellectual property, name, or logo, including OURHAPPY trade or service marks, without express consent from OURHAPPY or in a manner that otherwise harms OURHAPPY or the OURHAPPY brand; take any action that implies an untrue endorsement by or affiliation with OURHAPPY.

4.6 Suspension, termination, and cancellation

OURHAPPY may: (a) suspend, restrict, or terminate your access to the Platform or use of any or all of the Services, and/or (b) deactivate or cancel your OurSong Account if:

6. We are required to do so by a court order or binding order of a government authority; or

(i) We reasonably suspect you of using your OurSong Account in connection with a Prohibited Use as defined in Section 4.5; or

(ii) Use of your OurSong Account is subject to any pending litigation, investigation, or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your OurSong Account activity; or

(iii) You take any action that we deem to be in circumvention of OURHAPPY's controls, including but not limited to registering for multiple OurSong Accounts or abusing promotions which OurSong may offer from time to time.

If OURHAPPY suspends or closes your OurSong Account or terminates your use of the Services for any reason, we will provide you with notice of OURHAPPY’s actions unless a court order or other legal process prohibits OURHAPPY from providing you with such notice.

You acknowledge that OURHAPPY's decision to take certain actions, including limiting access to, suspending, or closing your OurSong Account, may be based on confidential criteria that are essential to OURHAPPY's risk management and security protocols. You agree that OURHAPPY is under no obligation to disclose details of its risk management and security procedures to you.

Any amounts owed by OurSong to you will only be paid in the manner set forth herein and in the Technical Service Agreement. Unless otherwise provided by applicable law, in the event of closure of your OurSong Account by any party, for whatever reason, regardless of whether such closure was voluntary or involuntary, OurSong will not accept any request for refunds or returns, and our payment obligations to you pursuant to this Agreement and the Technical Service Agreement will cease immediately.

5. Miscellaneous

5.1 Privacy of others

If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user via the Platform or through the Services.

5.2 Password security

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Platform and the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your OurSong Account by third parties and the loss or theft of any digital assets held in your OurSong Account and any associated accounts.

5.3 Contact information

You are responsible for keeping your email address and telephone number (if required to be provided) up to date in your OurSong Account profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of OURHAPPY and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your OurSong Account information has been compromised, contact OurSong Support immediately at support@oursong.com.

5.4 Taxes

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities. You can check your transaction records through your OurSong Account.

5.5 Computer viruses

We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from OurSong. Always log into your OurSong Account through the Platform to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

5.6 No warranty

We do not represent that the Service, the Platform or OurSong Accounts, APIs, and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be executed, accepted, recorded, or remain open.

5.7 Disclaimer and indemnification of OurSong

If you have a dispute with one or more users of the Services, you release OURHAPPY, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold OURHAPPY, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your use of the Services, breach of this Agreement, or your violation of any law, rule or regulation, or the rights of any third party.

5.8 Limitation of liability

In no event shall OURHAPPY, its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, be liable (a) for any amount greater than the value of the supported digital cryptocurrency on deposit in your OurSong Account or (b) for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of the Platform or the Services, or this Agreement, even if an authorized representative of OURHAPPY has been advised of or knew or should have known of the possibility of such damages. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that OURHAPPY failed to process a buy or sell transaction properly, your damages are limited to no more than the value of the supported digital cryptocurrency at issue in the transaction, and that you may not recover for lost profits, lost business opportunities, or other types of special, incidental, indirect, intangible, or consequential damages in excess of the value of the supported digital cryptocurrency at issue in the transaction. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation may not apply to you.

5.9 Warranty disclaimer

The Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied or statutory. To the maximum extent permitted by applicable law, OURHAPPY specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. OURHAPPY does not make any representations or warranties that access to the Platform, the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

5.10 Payment processing

OURHAPPY makes no representations about the accuracy or completeness of historical digital cryptocurrency price data available on the Platform. OURHAPPY will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards and check issuances are processed in a timely manner, but OURHAPPY makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

5.11 Waiver of class action

To the extent permissible by law, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively “Class Action Waiver”). No arbitrator may consolidate more than one person's claims or engage in any class arbitration. You agree that, by entering into this Agreement, you and OURHAPPY are each waiving the right to a trial by jury and the right to participate in a class action.

5.12 Relationship of the parties

OURHAPPY is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause you and OURHAPPY to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or OURHAPPY to be treated as the agent of the other.

5.13 Entire agreement

This Agreement, the Privacy Policy and any other agreements incorporated by reference herein comprise the entire understanding and agreement between you and OURHAPPY as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) and every nature between and among you and OURHAPPY. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

5.14 Amendments

We may amend or modify this Agreement by posting on the Platform or emailing to you the revised Agreement or a link to it, and the revised Agreement shall be effective at that time. If you do not agree with any such amendment or modification, your sole and exclusive remedy is to terminate your use of the Services and close your OurSong Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Platform, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via the Platform and/or email before the material change becomes effective.

5.15 Assignment

Except as permitted under this Agreement, you may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights and delegate our responsibilities without restriction, including without limitation to any OURHAPPY affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

5.16 Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

5.17 Change of control

In the event that OURHAPPY is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

5.18 Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, OurSong Account cancellation, debts owed to OURHAPPY, general use of the Platform, disputes with OURHAPPY, and general provisions, shall survive the termination or expiration of this Agreement.

5.19 Governing law

You agree that the laws of Singapore, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and OURHAPPY.

5.20 Force majeure

We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, widespread illness, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

5.21 Non-waiver of rights

This Agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

5.22 Contacting OurSong

If you have any feedback, questions, or complaints, contact us via our Customer Support web page at https://oursong.zendesk.com/ or write to us at OurSong Customer Support, Our Happy Company Pte. Ltd., 80 ROBINSON ROAD, #02-00, SINGAPORE (068898). When you contact us, please provide us with your name, address, and any other information we may need to identify you, your OurSong Account, and the transaction on which you have feedback, questions, or complaints.

5.23 Service accuracy

Although we intend to provide accurate and timely information on the Platform, any material or information displayed on the Platform (including, without limitation, the Content) and/or the Services may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation, information regarding OURHAPPY policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including, without limitation, the Platform) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform.

Effective: July 31, 2023

Exhibit A

1. Works and Remixes

By purchasing from an original creator (each, a “Creator”) a Work that grants an Open License Plus or an Open License as defined in Exhibit B below, a purchaser (each, a “Purchaser”) may create Remixes, or in the case of an Open License Plus Secondary Remixes. Each Creator who grants an Open License Plus or an Open License in and to a Work created and sold by them can decide what percentage of the revenue generated from the commercial exploitation of any Remix or Secondary Remix they shall receive. Each Remix can contain a maximum number of Works equal to the lesser of: (i) ten (10) Works or (ii) that number of Works the cumulative Royalty Rates of which do not exceed 100%.

2. Sale and Resale of Work

Each Work represents a transferable license the sale proceeds of which shall be distributed in the manner set forth below.

Primary Sale of Work

For each sale of a Work by its Creator, OurSong will charge Creator a transaction fee (the “Transaction Fee”) equal to 10% of the sale price of such Work (the “Sale Price”). OurSong will charge both Creator and Purchaser an additional handling fee (the “Handling Fee”) equal to 2.5% of the Sale Price. OurSong will withhold an additional 5% of the Sale Price as part of the payment pool to performance rights organizations (the “PRO Reserve Withholding”).

Solely for purposes of illustrating the calculation contemplated in this Exhibit A, with respect to the sale of a Work created by a Creator if a Creator sells a Work at a Sale Price of US$100:

OurSong will charge Creator a US$10 Transaction Fee and a US$2.5 Handling Fee.
OurSong will charge Purchaser a US$2.5 Handling Fee.
OurSong will deduct a US$5 PRO Reserve Withholding.
Creator will receive US$82.5, i.e., the difference between the Sale Price (US$100) and (i) the Transaction Fee (US$10), (ii) the Handling Fee (US$2.5) charged by OurSong from Creator, and (iii) the PRO Reserve withholding (US$5).
- Secondary sale of Work

For each subsequent sale of a Work (each, a “Secondary Sale”) by a Purchaser (the “Secondary Seller”), OurSong will charge both Secondary Seller and the purchaser (each, a “Secondary Purchaser”) an additional Handling Fee. Creator will receive a royalty in the amount of 10% of the Sale Price (the “Creator’s Royalty”).

Solely for purposes of illustrating the calculation contemplated in this Exhibit A, with respect to a Secondary Sale at a Sale Price of US$100:

OurSong will charge Secondary Seller a US$2.5 Handling Fee.
OurSong will charge Secondary Purchaser a US$2.5 Handling Fee.
Creator will receive a US$10 Creator’s Royalty from such Secondary Sale.
OurSong will deduct a US$5 PRO Reserve Withholding.
Secondary Seller will receive US$82.5, i.e., the difference between the Sale Price (US$100) and (i) the Handling Fee charged by OurSong from Secondary Seller (US$2.5), (ii) the Creator’s Royalty (US$10), and the PRO Reserve Withholding (US$5).

Exhibit B

This Master License (this “License”) sets forth the rights granted (collectively, the “License Types”) by you (the “Licensor”) to a purchaser of any Work or Remix created by you and made available on the Platform (each such purchaser, a “Licensee”). By signing up for an Account, you acknowledge and agree that (a) you have read and understand this License, and (b) your selections on the Platform will create one of four license types (each, a “License Type”) as described in each of Sections 1 through 4 below

1. Open License Plus

By electing to grant a prospective Licensee an “Open License Plus”, Licensor grants such Licensee a limited non-exclusive, transferable license and right to (a) create Remixes (as defined in the TOS) for the purposes of commercial exploitation, including but not limited to the right to incorporate the purchased Work into a new work created by Licensee, (b) sell, distribute, publicly transmit, publicly display or otherwise commercially exploit such Remixes on the Platform, and (c) further grant any purchaser of such Remixes an Open License Plus, Open License (as defined below), Personal License (as defined below) or Collectible License (as defined below) with respect to such Remixes; provided, however, that Licensee shall display conspicuously on any copy of the Remix that it is “A remix of [WORK] by [LICENSOR NAME]” and shall distribute to Licensor as royalties such percentage of revenue derived from the commercial exploitation of the Remix as specified by Licensor. If Licensee elects to grant a Personal License with respect to any Remix, any Remix created pursuant thereto (the “Secondary Remix”) shall further be subject to a Personal License or a Collectible License, but not any other License Type.

By electing to grant a prospective Licensee an Open License Plus, Licensor also grants such Licensee a limited non-exclusive, transferable license and right to use the Work and any Remix incorporating the Work for personal, non-commercial purposes; provided, however, that Licensee shall display conspicuously on any copy of the Remix or Secondary Remix that it is “A remix of [WORK] by [LICENSOR NAME]”.

2. Open License

By electing to grant a prospective Licensee an “Open License”, Licensor grants such Licensee a limited non-exclusive, transferable license and right to (a) create Remixes for the purposes of commercial exploitation, including but not limited to the right to incorporate the Work into a new work created by Licensee, (b) sell, distribute, publicly transmit, publicly display or otherwise commercially exploit Remixes on the Platform, and (c) further grant any purchaser of such Remixes a Collectible License (as defined below ), but not any other License Type, with respect to such Remixes; provided, however, that Licensee shall display conspicuously on any copy of the Remix that it is “A remix of [WORK] by [LICENSOR NAME]”.

By electing to grant a prospective Licensee an Open License, Licensor also grants such Licensee a limited non-exclusive, transferable license and right to use the Work and any Remixes incorporating the Work for personal, non-commercial purposes; provided, however, that Licensee shall display conspicuously on any copy of the Remix that such Remix is “A remix of [WORK] by [LICENSOR NAME]”.

3. Personal License

By electing to grant a prospective Licensee a Personal License, Licensor grants such Licensee a limited non-exclusive, transferable license and right to (a) create Remixes, including but not limited to the right to incorporate the Work into a new work created by Licensee, (b) use the Work or any Remixes incorporating the Work, both for personal, non-commercial purposes, and (c) further grant any purchaser of such Remixes a Personal License or Collectible License (as defined below ), but not any other License Type, with respect to such Remixes; provided, however, that Licensee shall display conspicuously on any copy of the Remix that such Remix is “A Remix of [WORK] by [LICENSOR NAME]”. If Licensee elects to grant a Personal License with respect to any Remix, any Secondary Remix shall further be subject to a Personal License, but not any other License Type.

A creator of a Secondary Remix (the “Secondary Licensor”) shall be further entitled to grant a purchaser of the Secondary Remix (the “Secondary Licensee”) a Personal License with respect to the purchased Secondary Remix.

4. Collectible License

By electing to grant a prospective Licensee a “Collectible License”, Licensor grants such Licensee a limited non-exclusive, transferable license and right to use the Work for personal, non-commercial purposes; provided, however, that Licensee shall display conspicuously on any copy of the Work that such Work is “A [WORK] by [LICENSOR NAME]”. This Collectible License specifically excludes all licenses and rights to create any Remix or Secondary Remix incorporating the Work.

5. Copyright Ownership

In addition to the license grant in Section 1, 2 or 3 above, Licensee, by purchasing the Work, shall receive fifty percent (50%) of the copyright ownership in and to the underlying composition in any Remix created pursuant thereto. Licensor shall receive the remaining fifty percent (50%) of the copyright ownership in and to the underlying composition in such Remix.

6. Reservation of Rights

Except for the rights granted pursuant to Licensor’s election, all other rights, title and interest in and to the Work remains solely with Licensor.