Producers Terms of Service

Effective from March 19 2025

INTRODUCTION

The Colossal Platform is a platform enabling Producers of tracks and beats to make available their content for licensing to
Buyers, who wish to acquire rights / license the content for use in their own productions / tracks or for other purposes.

Producer Content may be distributed in two ways
(i) either through the marketplace on the Platform, via a licence to COLOSSAL to sub-licence to "Buyers on
Platform" – see clauses 4 and 5 below; and/or
(ii) directly by Producers to "Buyers Direct" via a direct drop licence off the Platform - see clause 6 below. This
latter direct drop distribution is enabled by some of the Platform Functionality but is in fact a direct sale by
Producer off Platform, and the Producer is the seller.

These Terms of Service ("Terms") apply to a Producer's use of the COLOSSAL Platform, as well as the related websites and apps.
By clicking "Accept", "Agree", "Confirm" or other similar button or process during the registration or signup process, or
otherwise agreeing another document or agreement that incorporates these Terms, or otherwise using the COLOSSAL
Platform or related websites or apps, you agree that you are bound by these Terms.

Please read these Terms carefully as they set out your rights and obligations and define a legally binding contract
("Agreement") under which we make the COLOSSAL Platform and related services available to you, for you to licence
your content to us for us to sublicence to Buyers on Platform (via the Platform marketplace) and/or for you to licence
your content directly to Buyers Direct (via direct drops). You should keep a copy of these Terms for your records.
Please also read our Privacy Policy (https://colossal.fm/privacy-policy). If you do not agree to these Terms or the
Privacy Policy, please do not use the COLOSSAL Platform.

The COLOSSAL Platform is owned and operated by Colossal Sound Limited. We are a company registered in England and Wales,
with company number 15022256 and our registered office is 86-90 Paul Street, London, England, United Kingdom,
EC2A 4NE.

In this Agreement we refer to Colossal Sound Limited as COLOSSAL, we, us, our etc. And we refer to you as a Producer, you,
your etc.

We may update these Terms from time to time. You should regularly check this page to see if any changes have been made. In
relation to updates that materially affect our legal relationship, we will attempt to notify you directly. Ongoing use
following such changes or notification will be deemed acceptance of the changes.

1. PLEASE NOTE IN PARTICULAR CLAUSES 4 (Transactions/Licences on Platform), 6 (Licences with Buyers Direct), 7
   (Content/Licences/Exclusivity), 11 (Warranties), 14 (Indemnities), 15 (Limitations on Liability) WHICH CONTAIN
   IMPORTANT PROVISIONS ABOUT RIGHTS, RISK AND LIABILITY.

You can contact us at support@colossal.fm

In this Agreement, unless the contrary intention appears:

"Account" means your registered account as described further in clause 3;

"Agreement" means these Terms of Service together with all schedules, annexes and all other documents referred to
herein, or that we agree with you and which incorporate these Terms;

"Availability Period" means a minimum period of 12 months from the first live public availability of the relevant item
of Producer Content on the Platform marketplace;

"Authorised Users" means any person(s) including employees, agents and contractors of the Producer who are
authorised by the Producer to use their Account and or the Platform on their behalf;

"Buyer(s)" means Buyer(s) on Platform and/or Buyer(s) Direct as applicable;

"Buyer(s) Direct" means users whom you target directly in relation to licensing your Producer Content directly from
you, and /or who enter into a Content Licence (Producer) with you for your Producer Content via a direct drop;

"Buyer(s) on Platform" means users of the Platform who are interested in licensing your Producer Content from us,
and /or who enter into a Transaction and a Content Licence (Colossal) with us for your Producer Content via the
marketplace;

"Community and Content Rules" means any rules and policies relating to behaviours, acceptable use and acceptable
content (including your Producer Content) that we may publish and update from time to time on the Platform;

"Content Licence" means Content Licence (Colossal) and/or Content Licence (Producer) as applicable;

"Content Licence (Colossal)" means the legal licence between COLOSSAL and a Buyer on Platform (via the
marketplace) detailing the rights granted and usage permitted / restricted in relation to the relevant Producer Content
dealt with under a Transaction, in accordance with the various options for which are enabled via the Platform;

"Content Licence (Producer)" means the legal licence between Producer and a Buyer Direct (via a direct drop)
detailing the rights granted and usage permitted / restricted in relation to the relevant Producer Content, in
accordance with the various options for which are enabled via the Platform

"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media,
whether or not registered or capable of registration, including copyright, database rights, confidential information,
patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and
other similar rights and any applications for the protection or registration of these rights and all renewals and
extensions thereof throughout the world;

"Laws" means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice,
published guidance and other requirements of any relevant government or governmental agency;

"Licence Fees" means the licence fees as payable by a Buyer on Platform (via the marketplace) in relation to the
Content Licence (Colossal);

"Platform" means the COLOSSAL platform via which the Producer Content is made available (including by Producer
directly to Buyer(s) Direct), and all versions, amendments and improvements thereto and/or any other software, tools,
methods, models, know how, code, functionality or other elements owned or developed by COLOSSAL including
during the provision of the related services;

"Platform Data" means all usage and/or statistical, analytical or other data, information, learnings or know how
related to and/or derived from the use of the Platform and the Producer Content by producers, buyers and/or other
Users;

"Profile" means any profile information about you that you provide within the Platform;

"Rightsholder(s)" means any creator, musician, composer, writer, performer, producer, artist, photographer,
collaborator, contributor, participant, model, intellectual property rights owner or other rightsholder, including in
relation to all sound recordings and/or and musical works / compositions embodied in the sound recordings;

"Producer Content" means all tracks, beats, music, recordings, compositions, performances, text, pictures, images,
sound, graphics, video, data, information or other content or materials supplied, made available, published, displayed
or provided by the Producer in whatever form in connection with the Platform;

"Producer Royalty(ies)" means the royalty payment, other fee or share of the Licence Fees, as specified in our
Producer Royalties and Payments Policy, as payable by COLOSSAL;

"Producer Royalties and Payments Policy" means the COLOSSAL process and policy relating to the determination of
the Licence Fee, calculation of Producer Royalties, payments to Producers and other related financial matters, which
we publish and update from time to time available here;

"Term" means the term of the Agreement as provided for in clause 16;

"Transaction" means any contract entered into between COLOSSAL and a Buyer on Platform on or through the
Platform marketplace for a Content Licence (Colossal) in relation to any Producer Content;

"User" means any Buyer, Producer or other user of the Platform;

"Working Day" means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England
and Wales.

1.1. In this Agreement, unless the context otherwise requires:
(a) words importing a gender include any other gender;
(b) words in the singular include the plural and vice versa;
(c) a reference to a person shall include a company, partnership, joint venture, association, corporation or other
body corporate;
(d) a reference to any Law or standard shall include a reference to that Law or standard as amended, extended,
consolidated or re-enacted from time to time;
(e) a reference to a document shall include all authorised amendments, supplements to and replacements to
that document;
(f) a reference to the parties shall include their permitted successors and assigns;
(g) where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall
have corresponding meanings; and
(h) the words 'include', 'including', 'for example' or similar words shall be construed as illustrative and without
limitation to the generality of the related words.

1.2. The headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.3. Unless otherwise stated a reference to a clause or a schedule or a party is a reference to a clause in or a schedule to or
a party to this Agreement.

2. PLATFORM ACCESS

2.1. Subject to approval by us of your Account registration to enable you to become a Producer and make available your
Producer Content on or via the Platform, COLOSSAL grants you a non-exclusive, non-transferable right to access and
use the Platform as a Producer, in accordance with the permissions, restrictions and other details set out here and on
the Platform, solely for your own use, and subject to the terms and conditions of this Agreement.

2.2. We may update the details or functionality of the Platform from time to time, and you should regularly check the
Platform to see if any changes have been made. In relation to updates that materially affect the Platform functionality,
we will attempt to notify you with at least 15 day's notice. Ongoing use following such changes or notification will be
deemed acceptance of the changes. If you do not want to continue with the Agreement following any changes, please
notify us.

3. ACCOUNTS AND PROFILES

3.1. In order to use the Platform as a Producer, you must apply to register and create a Producer Account and Profile.
Before your Account is activated, we reserve the right to verify your identity and the relevancy and appropriateness of
your content that might appear on or be made available via the Platform, and may accept or reject your registration in
our discretion.

3.2. To use the Platform you must be at least 13 years of age. If you are between 13 and 18 years of age you must have
permission and consent of a parent or legal guardian.

3.3. If you are registering, creating an Account or Profile and/or otherwise using the Platform on behalf of a company or
other body or organisation, or on behalf of or as a representative for a third party, you confirm that you have the
authority to act on their behalf and to bind them legally.

3.4. The registered entity / Account owner is solely responsible for providing (and keeping updated) true, accurate and
lawful information under its Account and Profile. The registered entity / Account owner will be responsible for any use
of the Account or activity on or via the Platform through the Account and/or through use of the login or password by
any Authorised Users or otherwise.

ON PLATFORM / MARKETPLACE SALES BY COLOSSAL

4. TRANSACTIONS AND CONTENT LICENCES (COLOSSAL) WITH BUYERS ON PLATFORM

4.1. The Platform enables Producers to make available, publish, perform and /or display their Producer Content on
Platform, in order for COLOSSAL to sublicense such content to and enter into Transactions and Content Licences
(Colossal), with Buyers on Platform. When Buyers on Platform enter into a Transaction, they are entering into a
contract and Content Licence (Colossal) directly with COLOSSAL.

4.2. Them Producer grants COLOSSAL, the exclusive, transferable, sub-licensable, worldwide right and licence, in relation to
Producer Content that the Producer makes available on or via the Platform marketplace, to:
(a) copy, host, store, use, reproduce, modify, publicly perform, display, communicate, transmit, make
available, distribute and create derivative works of your Producer Content for the purposes of
operating the Platform and as otherwise set out in this Agreement;
(b) licence the Producer Content to Buyers on or via the Platform marketplace under Content Licences
(Colossal) and enter into related Transactions;
(c) use such Producer Content, in relation to promotion of the Producer Content and or the Platform /
COLOSSAL either on or off the Platform; and
(d) further sublicence third parties to do the same under equivalent terms as set out in this Agreement.

4.3. The exclusivity on the marketplace lasts during the period that the relevant item(s) of Producer Content are uploaded
by the Producer on the Platform, and for the minimum Availability Period, being the period from live public availability
as set out above. Thereafter the Producer may remove the relevant Producer Content item(s) from the Platform on 30
days' notice. For the avoidance of doubt, notwithstanding the minimum Availability Period, the Producer Content will
be exclusive to the Platform for the whole period it is available on the Platform marketplace, and as such the Producer
may not make the same Producer Content available for licence, sale, distribution or otherwise elsewhere whilst the
relevant item of Producer Content is available on the Platform marketplace. For the avoidance of doubt, any Content
Licences already granted will continue to be valid and effective even if the Producer subsequently removes the
relevant Producer Content item(s) from the Platform after the minimum Availability Period.

4.4. The terms of the licence agreement between COLOSSAL and Buyer on Platform are set out in the relevant Content
Licence (Colossal) agreed between them. The available Content Licences (Colossal) will be set in accordance with the
current Platform functionality, and for the avoidance of doubt, COLOSSAL will set, or otherwise determine a method
for setting, the prices in relation to the Transactions and the License Fees payable by the Buyer on Platform under a
Transaction.

4.5. The Producer agrees to not do anything that would prevent or hinder COLOSSAL from complying with the Content
Licence (Colossal) terms, as selected by the Buyer on Platform, and from fulfilling the Transaction.

5. ROYALTY PAYMENTS TO PRODUCERS (FROM ON PLATFORM / MARKETPLACE SALES)

5.1. In consideration of the licences granted by Producer to COLOSSAL, COLOSSAL will pay Producer the Producer Royalty,
as appliable from the receipt of any Licence Fees, which will be calculated and paid in accordance with the Producer
Royalty and Payment Policy.

5.2. All sums payable by COLOSSAL under this Agreement are inclusive of VAT or other sales tax which may be payable on
the sum in question at the rate and in the manner prevailing at the relevant tax point.

5.3. The Producer shall be solely responsible and liable for, and COLOSSAL shall have no responsibility or liability for,
accounting to all relevant tax authorities in relation to the Producer Royalty earned in relation to your Producer
Content. You must fully comply with your tax obligations in connection with the use of our services and the offer and
licence of your Producer Content including the reporting, filing and payment of any and all applicable taxes and other
governmental assessments.

5.4. COLOSSAL may offset against any amounts due to you under Producer Royalties, any amounts required to be or that
are actually refunded by COLOSSAL to a Buyer on Platform, including but not limited to in relation to any reversed,
cancelled, refunded or unpaid Transactions, and you agree to such offsets. If the Producer has any outstanding
amounts owed to COLOSSAL, then the amount to be remitted to Producer will be reduced by the amount of the
outstanding amounts owed to COLOSSAL, or may be otherwise invoiced to the Producer by COLOSSAL.

5.5. If any sums due under this Agreement are not paid when due, the defaulting party may be charged interest in respect
of those sums from the date due until payment is made in full (before and after any judgment) at 2% per annum over
Barclays Bank Plc base rate from time to time accruing on a daily basis. If the Producer is in default of any payments
due back to COLOSSAL, COLOSSAL may suspend the Producer's access to the Platform and/or related services.

DIRECT DROP SALES BY PRODUCER

6. CONTENT LICENCES (PRODUCER) WITH BUYERS DIRECT

6.1. The Platform also enables Producers to make available, distribute and licence their Producer Content directly to Buyers
Direct and issue their own Content Licences (Producer). When Buyers Direct purchase content in this way, they are
entering into a contract and Content Licence (Producer) directly with the Producer.

6.2. The terms of the licence agreement between the Producer and the Buyer Direct are set out in the relevant Content
Licence (Producer) agreed between them. The available Content Licences (Producer) will be set in accordance with the
current Platform functionality, and for the avoidance of doubt, Producer will set the prices in relation to the Content
Licence (Producer) payable by the Buyer Direct.

6.3. For the avoidance of doubt in this scenario, the Producer is the seller / merchant of record and is responsible for the
execution and fulfilment of the relevant transaction with the Buyer Direct. COLOSSAL provides various services to
assist the Producer in this distribution method, but is merely a service provider and not a licensee or licensor of the
Producer Content or otherwise involved in the direct transaction or Content Licence.

6.4. The Producer acknowledges and confirms that whilst in this scenario, the Buyer is the customer of the Producer, and
does not need to sign up as a registered user on the Platform, COLOSSAL may also collect and store Buyer personal
data, subject to giving the Buyer notice of COLOSSAL's Privacy Notice. Such personal data may be used by COLOSSAL in
accordance with such Privacy Notice, which may include populating account and purchase information pursuant to a
separate Platform registration or in accordance with other legitimate legal basis/es.

GENERAL TERMS

7. PRODUCER CONTENT – OWNERSHIP, LICENCES

7.1. COLOSSAL does not claim ownership of any content that you submit or make available on or via the Platform. The
Producer shall remain the owner of, and at all times responsible for, all Producer Content, and merely licenses the
rights set out above and as otherwise required by COLOSSAL in order for COLOSSAL to operate the Platform.

7.2. In addition to the content licenses above, you further grant us a non-exclusive, royalty-free, transferable,
sub-licensable, worldwide license to use your name, image, voice, and likeness to identify you as the Producer and/or
the source of any of your Producer Content including in relation to promotion of the Producer Content and or the
Platform / COLOSSAL either on or off the Platform. Producer may be given the option to manage or opt out of the
display of their name under track / beat titles, in accordance with the then current Platform functionality.

7.3. Producer is responsible for:
(a) obtaining and paying for any required licenses, clearances or other permissions in relation to the Producer
Content and related Intellectual Property Rights, including for the avoidance of doubt in relation to the sound
recordings and musical works / compositions embodied in the sound recordings, including from
Rightsholders, and the exploitation of the same via the Platform and the Content Licences, and to enable the
operation of the Platform;
(b) making all required payments or royalties to any Rightsholder(s) in relation to the use and exploitation of the
Producer Content.

7.4. The Producer specifically acknowledges and agrees that, despite the functionality made available to the Producer via
the Platform:
(a) the Producer has sole responsibility and liability for the Producer Content including but not limited to its use
and publication and/or any rights or other clearances, or other legal compliance on or via the Platform, and
all other aspects of the Producer Content and its use via the Platform and or elsewhere;
(b) as between the Producer and COLOSSAL, the Producer is deemed to have control over and be the publisher of
all Producer Content displayed on or via the Platform and/or elsewhere.

7.5. Notwithstanding any of the above, COLOSSAL reserves the right to remove or block Producer Content from the
Platform, and/or suspend the Producer Account from the Platform, in the event that in its reasonable opinion it
breaches the terms of this Agreement and/or pending resolution of any third party claim relating to any Producer
Content.

7.6. The Producer also grants COLOSSAL the right and licence to use the Producer Content for the purposes of training
machine learning models including for improving the Platform and related services and the generation of new or
improved content that may be made available on the Platform or elsewhere. The licence includes the non-exclusive,
royalty-free, transferable, sub-licensable, worldwide licence to use, copy, modify, interpret, analyse, derive data and
create derivative works of the Producer Content for the purposes of improving the Platform and related services and
other machine learning models, algorithms, software and processes, including but not limited to understanding and
improving Buyer's and other User's actions and requirements, making and improving recommendations to Buyers,
offering augmentation or improvements to the Producer in relation to the Producer Content, as well as developing,
informing and training machine learning solutions that may also enable the generative creation of new separate sound
recordings. All outputs from the training usage will be deemed to be Platform Data.

7.7. The Producer shall be solely responsible and liable for, and COLOSSAL shall have no responsibility or liability for,
accounting to all relevant tax authorities in relation to the revenues earned in relation to your Producer Content. You
must fully comply with your tax obligations in connection with the use of our services and the offer and licence of your
Producer Content including the reporting, filing and payment of any and all applicable taxes and other governmental
assessments.

8. COPYRIGHT CLAIMS, MODERATION AND COLOSSAL COMMUNITY AND CONTENT RULES

8.1. It is our policy not to permit materials that are known by us to infringe another party's copyright to remain on the
Platform. If you believe that your intellectual property rights are being infringed by an item or content on the
Platform, please notify us via support@colossal.fm

8.2. We aim to create a safe and welcoming community and require all Users to follow any COLOSSAL Community and
Content Rules that we may publish and update on the Platform from time to time..

8.3. We are not responsible for any User's actions or behaviours. We do not endorse any opinion of others that may be
express on or via the Platform. We make no warranties or representations, express or implied, about any User content,
including as to its legality or accuracy.

8.4. We may implement technology systems to attempt to automatically filter content and look for certain words such as
profanities, but do not guarantee that we will systematically or successfully review content submitted by you or other
Users.

8.5. We reserve the right, in our sole discretion (but have no obligation), to refuse to post or to remove or edit any User
content, or to restrict, suspend, or terminate access to all or any part of the Platform, particularly where content
breaches these Terms and we may do this with or without giving you any prior notice.

8.6. If you believe any content is inappropriate, please notify us via support@colossal.fm

9. LINKS AND THIRD PARTY SITES

9.1. The Platform and/or the content may contain links to third party websites and services which are not under our
control. If you decide to visit any third party site or use a third party service, you do so at your own risk. We are not
responsible for the content, accuracy or opinions expressed on such websites or services. Links do not imply that the
Platform is affiliated to or associated with such sites or services.

9.2. Your browsing and interaction on any other website or your use of other services, including websites and services
which have a link to or from the Platform, is subject to that operator's own rules and policies. Please read those rules
and policies before proceeding.

10. COLOSSAL'S OBLIGATIONS AND WARRANTIES

10.1. COLOSSAL will provide the Platform with reasonable skill and care and in accordance with good industry practice.

10.2. COLOSSAL warrants and represents that:
(a) it has full right, power and authority to enter into this Agreement;
(b) it will comply with all applicable Laws with respect to its activities under this Agreement.

10.3. If you are acting as a business rather than a consumer, save as expressly set out in this Agreement, all other conditions,
warranties or other terms which might have effect between the parties or be implied or incorporated into this
Agreement whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law,
including, without limitation, any implied conditions, warranties or other terms as to satisfactory quality and fitness for
purpose.

10.4. In any event, COLOSSAL:
(a) does not warrant that the Producer's use of the Platform and/or related services will be uninterrupted or
error-free; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of
data over communications networks and facilities, including the internet, and the Producer acknowledges
that the Platform and/or related services are dependent on various third party networks, platforms, services
and infrastructures, and as such COLOSSAL can give no guarantee of availability or functionality, and the
Platform and/or related services may be subject to limitations, delays and other problems inherent in the use
of such communications facilities and third party networks, platforms, services and infrastructures ; and
(c) if you are acting as a business rather than a consumer, makes no warranties or other assurances that the
Platform and/or related services will meet the Producer's requirements or produce any specific business
benefits, have any particular effectiveness nor create any revenue or other benefits.

11. PRODUCER'S WARRANTIES AND FURTHER OBLIGATIONS / RESTRICTIONS

11.1. The Producer warrants and represents :
(a) it has full right, power and authority to enter into this Agreement;
(b) it has all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws
and as are necessary to perform its obligations under this Agreement including the supply, licence and use of
the Producer Content;
(c) it accepts responsibility for the selection of the Platform to achieve its intended results;
(d) it will and the Producer Content will comply with all applicable Laws with respect to its activities under this
Agreement;
(e) the Producer Content is original to and/or owned by the Producer, and/or is fully cleared for use as set out in
clause 7, and in any event will not infringe the statutory, common law, or Intellectual Property Rights or any
other right, title or interest, of any third party;
(f) the Producer Content will not, (nor shall the Producer otherwise use the Platform in a way that could) be
unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, discriminatory, hateful, abusive,
harassing, racially or ethnically offensive, facilitate illegal activity, promote unlawful violence, or be in breach
of any confidentiality;
(g) the Producer Content is not and will not be, nor have any rights that relate to it or that are embodied in it,
assigned to or otherwise under the control of any CMO / PRO including but not limited to the PRS, PPL,ASCAP,
BMI and SESAC; and
(h) the Producer Content and actions of the Producer, including all content uploaded to the Platform or
otherwise submitted to or displayed via your Profile, will not otherwise be in breach of any COLOSSAL
Community and Content Rules that we may publish and update on the Platform from time to time.

11.2. The Producer shall:
(a) not provide access to the Platform other than to its Authorised Users, and will procure that each Authorised
User keeps secure the password and account details for their use of the Platform, and that such password is
kept confidential;
(b) ensure that the Authorised Users, are notified of the relevant terms and conditions, rules or restrictions
relating to their usage and access of the Platform, and in any event that they use the Platform in accordance
with the terms and conditions of this Agreement, and the Producer shall be responsible for any Authorised
User's breach of this Agreement;
(c) ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Platform and
notify COLOSSAL immediately of any such unauthorised access or use.

11.3. The Producer shall not and shall not permit any third party to:
(a) attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable
form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of
exclusion by agreement between the parties;
(b) access the Platform in order to build a product or service which competes with the Platform and/or the
related services;
(c) resell, sublicense or otherwise use the Platform and/or related services to provide services to third parties,
unless otherwise specifically agreed in writing.

11.4. If you are acting as a business rather than a consumer, Producer shall obtain and maintain the insurance as is
necessary to cover its liabilities under this Agreement and as required by law with a reputable insurer and provide
details and evidence of the insurance to COLOSSAL on request during the Term.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. The Producer acknowledges and agrees that COLOSSAL and/or its licensors own all Intellectual Property Rights in the
Platform and Platform Data. Except as stated in this Agreement COLOSSAL does not grant the Producer any rights in
respect of the Platform and/or Platform Data or any related documentation.

12.2. COLOSSAL acknowledges and agrees that the Producer and/or its licensors own all Intellectual Property Rights in the
Producer Content, save for the avoidance of doubt in any elements relating to the Platform and Platform Data. Except
as necessary to fulfil this Agreement the Producer does not grant COLOSSAL any rights in respect of the Producer
Content.

13. CONFIDENTIALITY

13.1. Neither party shall without the consent of the other during the term of this Agreement or following its termination use
the other party's "Confidential Information" (meaning all information in any form which is secret or not publicly
available either in its entirety or in part including commercial, financial, marketing, or technical information, know
how, trade secrets, business methods and other information in any form, and any reproductions of such information in
any form or any part(s) of this information) for any purpose other than as strictly necessary in connection with this
Agreement, nor disclose to any other person unless necessary for the performance of obligations under this
Agreement.

13.2. Any party disclosing Confidential Information in accordance with the above clause shall procure that the person to
whom such information is disclosed is made aware of the obligations of confidentiality under this Agreement and
complies with those obligations as if it were a party to this Agreement.

13.3. The confidentiality restrictions do not apply to Confidential Information:
(a) which is in or comes into the public domain other than through breach of this Agreement;
(b) insofar as it comes lawfully into the possession of the recipient party from a third party;
(c) which the recipient party can prove was already known to it before its receipt from the providing party;
(d) to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange,
or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or
not having the force of law.

13.4. The Producer acknowledges that details of this Agreement, Producer Royalties, the Platform and/or the related
services, are the Confidential Information of COLOSSAL.

14. INDEMNITIES / LIABILITY

14.1. The Producer will fully indemnify COLOSSAL from and against any and all losses, damages, claims, costs and expenses
(including reasonable external legal expenses) suffered or incurred by or awarded against COLOSSAL for any claims or
actions as a result of or in connection with any breach by the Producer of the Agreement, and in any event in relation
to the Producer Content made available on and licensed through the Platform including via the marketplace and/or
direct drops.

14.2. Each Party will fully indemnify the other from and against any and all losses, damages, claims, costs and expenses
(including reasonable external legal expenses) suffered or incurred by or awarded against the other as a result of or in
connection with any breach by the other of clause 13 (Confidentiality)

14.3. In all cases the indemnified party agrees to:
(a) promptly notify the indemnifying party of any allegation of infringement which comes to its attention and
give the indemnifying party all reasonable assistance;
(b) make no admission relating to any infringement or alleged infringement; and
(c) allow the indemnifying party to conduct and settle all negotiations and proceedings, save that the
indemnifying party may not conclude settlement of any negotiations and proceedings which may have a
material effect (whether financial, practical or in terms of reputation) on the indemnified party without the
indemnified party's prior written consent which will not be unreasonably withheld.

15. LIMITATION OF LIABILITY

15.1. If COLOSSAL fails to comply with the terms of this Agreement, we are responsible for loss or damage you suffer that is
a foreseeable result of our breaching this contract or our failing to use reasonable care and skill, but we are not
responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it
will happen or if, at the time the contract was made, both we and you knew it might happen.

15.2. Nothing in this Agreement shall in any way exclude or limit either party's liability for death or personal injury caused by
negligence, or for fraud or fraudulent misrepresentation, or for any other liability which may not be excluded by law.

15.3. Subject to clause 15.2, if you are acting as a business rather than a consumer, neither party will be liable, whether in
contract, tort (including negligence) breach of statutory duty, or otherwise, for any of the following losses or damage
(whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise) howsoever arising in
respect of any:
(a) special, indirect, incidental or consequential loss or damage;
(b) loss of actual or anticipated profits;
(c) loss of business or contracts;
(d) loss of revenue or of the use of money;
(e) loss of anticipated savings;
(f) loss of goodwill; and/or
(g) loss of data,
arising out of or in connection with this Agreement.

15.4. Subject to clause 15.2, if you are acting as a business rather than a consumer, COLOSSAL'S total aggregate liability
arising out of, or in connection with this Agreement whether in contract, tort (including negligence) breach of statutory
duty, or otherwise, shall not exceed the greater of:
(a) £5000 (five thousand pounds); or
(b) the amount equivalent to the Producer Royalties paid to the Producer in the previous 12 months.

16. TERM AND TERMINATION

16.1. This Agreement shall commence on the date your registration on the Platform is approved by COLOSSAL, and shall
continue until terminated by either party on 30 day's written notice (within the process provided in the Account) or as
provided herein. Termination by the Producer under this clause will be subject to the minimum Availability Period, and
as such the Producer may not terminate under this clause 16.1 until all items of Producer Content have been available
for the relevant Availability Period.

16.2. Either party (the "Terminating Party") may terminate this Agreement immediately by giving written notice to the other
(the "Defaulting Party") if:
(a) the Defaulting Party is in material breach of any provision of this Agreement which is not remediable or, if
remediable, is not remedied with a period of 5 Working Days after the Terminating Party has given notice to
the Defaulting Party requiring such breach to be remedied;
(b) the Defaulting Party's financial position is such that either the Defaulting Party, its directors, shareholders or
creditors take or are entitled to take steps to institute formal insolvency proceedings with respect to the
Defaulting Party of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation,
whether under English law or otherwise), including without limitation administration, liquidation,
administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if
the Defaulting Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

16.3. On termination of this Agreement for any reason or on removal of Producer Content:
(a) all licences and permissions granted between the parties hereunder shall immediately terminate;
(b) such action is without prejudice to all existing Content Licences that have been granted, therefore all Content
Licences already granted to Buyers will continue to be valid and effective even if the Producer subsequently
removes the relevant Producer Content item(s) from the Platform;
(c) the Producer shall make no further use of the Platform and other items (and all copies of them) belonging to
COLOSSAL;
(d) COLOSSAL may destroy or otherwise dispose of any of the Producer Content in its possession;
(e) the accrued rights of the parties as at termination, or the continuation after termination of any provision
expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

17. FORCE MAJEURE

17.1. Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in
performance of this Agreement which result from circumstances beyond the reasonable control of that party
including, without limitation, any of the following: a) an act of God, flood, storm, drought, earthquake, or other natural
disaster; (b) adverse weather conditions; (c) any cause or event arising out of or attributable to war, civil commotion or
terrorist activity (or threat thereof); (d) any law, or any governmental order, rule or regulation; (e) fire or explosion; (f)
labour dispute including strikes, industrial action, lockouts or boycott; (g) a shortage of raw materials; (h) power
outages, blockages, or internet or telecoms failure; and (i) any epidemic or pandemic and compliance with any
applicable governmental guidelines designed to prevent the spread of the relevant disease. The party affected by such
circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in
performance and when they cease to do so.

17.2. If an event of force majeure occurs and lasts for more than 30 days either party may give written notice to the other to
terminate this Agreement and neither party will have any liability to the other.

18. WAIVER

The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any
one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this
Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such
remedy, privilege or right.

19. SEVERANCE

If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then
that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this
Agreement shall not be affected.

20. ASSIGNMENT AND SUBCONTRACTING

Neither party shall, without the prior written consent of the other, assign, transfer, charge, sub-contract or deal in any
other manner with all or any of its rights or obligations under this Agreement.

21. VARIATION

This Agreement may not be varied except by an instrument in writing signed by the authorised representatives of all
the parties to this Agreement.

22. RELATIONSHIP BETWEEN THE PARTIES

Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment
between the parties nor constitute either party the agent of the other.

23. RIGHTS OF THIRD PARTIES

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and,
where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. PUBLICITY

24.1. Neither party shall make or issue any announcement or public circular relating to the subject matter of this Agreement
without the prior written approval of the other.

24.2. However, COLOSSAL may use the name of Producer and samples of the services provided by COLOSSAL as a factual
reference to the fact that the Producer is or was a User of the Platform, on its website and in pitch materials.

25. NOTICES

25.1. Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless
otherwise provided, shall be made by courier, recorded delivery or email.

25.2. Notices or communications sent by courier or recorded delivery will be deemed to be served two (2) Business Days
following the day of dispatch. Notices or communications sent by email will be deemed to be served on the day of
transmission if transmitted before 4.00 pm on a Business Day, but otherwise on the following Business Day, unless
there is evidence of non-delivery.

26. ENTIRE AGREEMENT

26.1. This Agreement, and any documents explicitly referred to in it, constitute the whole agreement between the parties
and supersede any previous arrangement, understanding or agreement between them relating to the subject matter
they cover and/or any purchase order terms.

26.2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking,
promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person
(whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set
out in this Agreement.

27. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and
the parties submit to the exclusive jurisdiction of the English courts for such purposes.