COLOSSAL

BUYERS - TERMS OF SERVICE

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

These Terms of Service (“Terms”) apply to a Buyer’s use of the COLOSSAL Platform, as well as the related websites and apps. They apply to the purchase of a licence to content via a Transaction, but please note that the actual terms of the licence are contained in the Content Licence as shown in the Exhibit at the end of these Terms.

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. 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 Buyer, 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.

PLEASE NOTE IN PARTICULAR SECTIONS 4 (Transactions/Licences), 6 (Content/Licences), 10 (Warranties), 13 (Indemnities), 14 (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;

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

“Buyer Content” means all materials, text, pictures, images, sound, graphics, video, data, information or other content or activity supplied, made available, published, performed, displayed or provided by the Buyer in whatever form in connection with use of the Platform including via the Profile, including the production that is created by the Buyer incorporating the Producer Content under the Content Licence;

"Content Licence” means the legal licence between Buyer and COLOSSAL 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, as set out in the Exhibit at the end of these Terms (or otherwise notified to and agreed by you);

"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 requirement of any relevant government or governmental agency;

“Licence Fees” means the licence fees as payable by a Buyer under a Transaction in relation to the Content Licence;

“Platform” means the COLOSSAL platform via which the Producer Content is made available, 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 sellers, buyers and/or other Users;

“Producer(s)” means the producer or musician users of the Platform who make available Producer Content on the Platform in order for COLOSSAL to enter into a Transaction and Content Licence directly with you;

“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;

“Profile” means any profile information about you that you provide within the Platform; “Term” means the term of the Agreement as provided for in clause 15;

“Transaction” means any payment action entered into between Buyer and COLOSSAL on or through the COLOSSAL Platform for a Content Licence 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.

2.1. Subject to approval by us of your Account registration, COLOSSAL grants you a non-exclusive, non-transferable right to access and use the Platform as a Buyer, 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. Any access to and/or use of any Producer Content prior to entering into a Transaction, is purely for the purposes of review and assessment of the Producer Content, and you are strictly prohibited from any making or enabling publication or distribution of any production or other use of the Producer Content without entering into a Transaction which will then be subject to the Content Licence.

2.3. 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 days’ 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.

3.1. In order to use the Platform as a Buyer, you must apply to register and create a Buyer Account and Profile. Before your Account is activated, we reserve the right to verify your identity, and may accept or reject your registration in our discretion.

3.2. To use the COLOSSAL 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 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 the Platform through the Account and/or through use of the login or password including by any Authorised Users or otherwise.

4.1. The COLOSSAL Platform enables Producers to make available, publish, perform and /or display their Producer Content on the Platform, and permit COLOSSAL to sublicence such content under Transactions and Content Licences with Buyers. When Buyers enter into a Transaction, they are entering into a contract and Content Licence directly with COLOSSAL.

4.2. Notwithstanding any access to and/or use of the Producer Content, for the purposes of review and assessment of the Producer Content or otherwise, you are required to enter into a Transaction before any formal use of the Producer Content is made, and you are strictly prohibited from any activity which involves any publication or distribution or otherwise of the Producer Content or the production within which Producer Content has been used, without first entering into a Transaction which will be subject to the Content Licence terms.

4.3. The terms of the licence agreement between the COLOSSAL and Buyer for use of the Producer Content following a Transaction are set out in the Content Licence as shown in the Exhibit to these Terms (or otherwise notified to and agreed by you). Certain options in relation to the Content Licence, as enabled via the Platform, may be available for the Buyer to acquire in relation to each item of Producer Content.

5.1. In the event that the Transaction is not successfully completed, is reversed or cancelled, or the Licence Fees are otherwise not received or are refunded, the Content Licence will be automatically and immediately terminated and deemed null and void.

5.2. All sums payable to COLOSSAL under a Transaction are exclusive of VAT which will be payable in addition to the sum in question at the rate and in the manner prevailing at the relevant tax point.

6.1. You as a Buyer may have the opportunity to interact with other Users, or to submit feedback, views, comments or other content to the Platform, including the production that is created by the Buyer using the Producer Content under the Content Licence – this is known as your Buyer Content. COLOSSAL does not claim ownership of any content that you submit or make available on or through the Platform. The Buyer shall remain the owner of, and at all times responsible for, all Buyer Content (save for the Producer Content), and to the extent necessary merely licenses any rights required by COLOSSAL in order for COLOSSAL to operate the Platform.

6.2. The Buyer grants COLOSSAL, only to the extent necessary to operate the Platform, the right and licence to use such Buyer Content, as the Buyer makes available on or creates / produces via the Platform, in relation to the Platform and related services, including in relation to promotion of the Platform / COLOSSAL either on or off the Platform. The licence includes the non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to copy, host, store, use, reproduce, modify, publicly perform, display, communicate, transmit, make available, distribute and create derivative works of your Buyer Content for the purposes of operating and promoting the Platform and as otherwise set out in this Agreement (consistent with any privacy and other settings within the Platform). 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 Buyer and/or the source of any of your Buyer Content including in promotion as above.

6.3. The Buyer is responsible for obtaining and paying for any required licenses, clearances or other permissions in relation to any Buyer Content (subject to as separately granted under a Content Licence) and related Intellectual Property Rights and the use of the same via the Platform.

6.4. COLOSSAL reserves the right to remove or block Buyer Content from the Platform, and/or suspend the Buyer 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 Buyer Content.

7.1. 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

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

7.3. 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.

7.4. 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.

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

8.1. 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.

8.2. 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.

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

9.2. 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.

9.3. 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.

9.4. In any event, COLOSSAL:

(a) does not warrant that the Buyer’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 Buyer 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 Buyer’s requirements or produce any specific business benefits, have any particular effectiveness nor create any revenue or other benefits.

10.1. The Buyer 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 any Buyer Content;

(c) it accepts responsibility for the selection of the Platform to achieve its intended results;

(d) it will and any Buyer Content (subject to any Producer Content incorporated) will comply with all applicable Laws with respect to its activities under this Agreement;

(e) the Buyer Content (subject to any Producer Content incorporated) will not infringe the statutory, common law, or Intellectual Property Rights or any other right, title or interest, of any third party;

(f) the Buyer Content (subject to any Producer Content incorporated) will not, (nor shall the Buyer 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; and

(g) the Buyer Content (subject to any Producer Content incorporated) and actions of the Buyer, including all content submitted to or displayed via your Profile, will not otherwise in breach of the COLOSSAL Community Rules.

10.2. The Buyer 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/or related services, and in any event that they use the Platform in accordance with the terms and conditions of this Agreement, and the Buyer 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.

10.3. The Buyer 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) make any formal use of the Producer Content, including that which involves any publication or distribution or otherwise of the Producer Content or the production within which Producer Content has been used, without first entering into a Transaction which will be subject to the Content Licence terms;

(d) resell or sublicense the Producer Content (other than pursuant to and subject to the terms of the Content Licence), or otherwise use the Platform and/or related services to provide services to third parties, unless otherwise specifically agreed in writing.

10.4. If you are acting as a business rather than a consumer, Buyer 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.

11.1. The Buyer 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 Buyer any rights in respect of the Platform and/or Platform Data or any related documentation.

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

12.1. 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.

12.2. 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.

12.3. 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.

12.4 The Buyer acknowledges that details of this Agreement, Licence Fees, Platform and/or the related services, are the Confidential Information of COLOSSAL.

13.1. The Buyer 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 Buyer of this Agreement, and in any event in relation to the Buyer Content (subject to any Producer Content incorporated) made available on the Platform.

13.2 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 12 (Confidentiality)

13.3. 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.

14.1. 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.

14.2. 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.

14.3. Subject to clause 14.2, 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.

14.4. Subject to clause 14.2, 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) £500 (five hundred pounds); or

(b) the amount equivalent to the Licence Fees paid by the Buyer under the particular Transaction.

15.1. 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 written notice (within the process provided in the Account) or as provided herein.

15.2. 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.

15.3. On termination of this Agreement for any reason:

(a) all licences and permissions granted hereunder shall immediately terminate;

(b) the Buyer shall make no further use of the Platform and other items (and all copies of them) belonging to COLOSSAL;

(c) COLOSSAL may destroy or otherwise dispose of any of the Buyer Content in its possession;

(d) 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; and

(e) Buyer shall promptly pay all undisputed Licence Fees related to the period prior to termination.

16.1. 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.

16.2. 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 except that the Buyer will remain liable for any unpaid fees.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23.1. 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.

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

24.1. 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.

24.2. 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.

25.1. 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.

25.2. 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.

26. 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.

Exhibit 1 Content Licence https://colossal.fm/license-agreement